Exhibit 4.25





 


	
  TRANSFER
  OF SHARES

  	
   

  	
  NW/6002694/292254.1ve

  
	
  CLEARWAVE
  N.V. AND ASSIGNMENT OF CLAIM

  	
   

  	
  31-05-2005

  
	
   

  	
   

  	
  7

  



 


Today, the thirty-first of May


 


two thousand and five, appeared before me,


 


Paul Hubertus Nicolaas Quist, civil-law notary in
Amsterdam:


 


1.                                       IJsbrand Cornelis
van Straten, care of Stibbe, 1077 ZZ Amsterdam, Strawinskylaan 2001, born in
Woudrichem on the thirtieth day of March nineteen hundred and sixty-seven,
in the present matter acting as holder of a written power of attorney of: 


 


a.                                       the company with
limited liability (naamloze vennootschap)
Telesystem 


 


International Wireless Corporation N.V., having its seat in
Rotterdam, its address at 1077 XX Amsterdam, Strawinskylaan 707, filed at the
Trade Register under number 33238401 and with number N.V. 436609


 


(the ‘Transferor’);


 


b.                                      the company with
limited liability (besloten vennootschap met
beperkte aansprake-lijkheid)
MobiFon Holdings B.V., having its seat in Amsterdam, its address at 1077
XX Amsterdam, Strawinskylaan 707, filed at the Trade Register under number
34171018 and with number B.V. 1195992


 


(‘MobiFon’);


 


c.                                       the company with
limited liability (naamloze vennootschap)
ClearWave N.V., having its seat in
Amsterdam, its address at 1077 XX Amsterdam, Strawinskylaan 707, filed at the
Trade Register under number 34120978 and with number N.V. 1083292


 


(the ‘Company’);


 


2.                                       a.                                       Erik Antonius
Jacobus de Rijk, residing in 2517 KK The Hague, Eisenhowerlaan 47, born in The
Hague on the fifth day of March nineteen hundred and sixty and holder of a
Dutch passport with number NC4732289; and


 


b.                                      Michaël Ludovicus
Josephus Maria Heere, residing in 2597 ES The Hague, Ruychrocklaan 128, born in
Breda on the eleventh day of December nineteen hundred and sixty-two and
holder of a Dutch passport with number NC9499178,


 





 


1





















 


together acting in their capacity as Managing
Directors of: 


 


the company with limited liability (besloten vennootschap met beperkte aansprake-lijkheid) Vodafone International Holdings B.V., having
its seat in Rotterdam, its address at 2909 LC Capelle aan den IJssel, Rivium Quadrant
173-177, filed at the Trade Register under number 24235177 and with number B.V.
452471



(the ‘Transferee’).


 


Powers of
attorney


 


The
powers of attorney are evidenced by three (3) private deeds, which will be
attached to this deed.


 


The
appearing persons declared: 


 


Title,
shares 


 


The
Transferor and the Transferee have agreed to (i) transfer to the
Transferee pursuant to a Share Sale and Purchase Agreement between Telesystem
International Wireless Inc. and the Transferee (the ‘Agreement’), forty-five million eight hundred fifty-nine
thousand two hundred eighty-nine (45,859,289) Class A Subordinate Voting
shares, each with a par value of ten cent (EUR 0.10), numbered A 1 to A
45,858,939 and A 45,868,149 to A 45,868,498 inclusive and thirty-eight million
two hundred thirty thousand nine hundred fifty (38,230,950) Class B
Multiple Voting shares, each with a par value of fifty cent (EUR 0.50),
numbered B 1 to B 38,230,950 inclusive, in the capital of the Company (the ‘Shares’) and (ii) assign to the
Transferee pursuant to the terms of the Agreement, a claim by the Transferor on
MobiFon for an amount of nine hundred seventeen million nine hundred
twenty-eight thousand four hundred three United States dollars (USD
917,928,403.-) (the ‘Claim’). 


 


A
signed copy of the Agreement has been attached to this deed.


 


Further
the documentation with respect to the Claim, consisting of one subordinated
loan agreement (as amended) and two promissory notes (as amended), has been
attached to this deed.


 


Pursuant
to the Agreement, the Transferor shall transfer the Shares and assign the Claim
to the Transferee.


 


Preceding
acquisition of the Shares


 


The
Transferor acquired the Shares as follows: 


 


•                                          fifty thousand
(50,000) ordinary shares, numbered 1 to 50,000 inclusive, each with a par value
of one euro (EUR 1.-), by incorporation of the company, executed by deed on the
seventeenth day of September nineteen hundred and ninety-nine before R.
van Bork,


 


2





















 


civil-law notary in Rotterdam;


 


•                                          one hundred
thousand (100,000) ordinary shares, numbered 50,001 to 150,000 inclusive, each
with a par value of one euro (EUR 1 -), by issue by the Company, executed by
deed on the twenty-first day of October nineteen hundred and ninety-nine
before R. van Bork, aforementioned;


 


•                                          one (1) ordinary
share, numbered 150,001, with a par value of one euro (EUR 1.-), by issue by
the Company, executed by deed on the twenty-second day of October nineteen
hundred and ninety-nine before R. van Bork, aforementioned;


 


•                                          by deed of
amendment executed on the thirtieth day of May two thousand before H.B.H.
Kraak, civil-law notary in Amsterdam, the name of the Company was changed from
TIW Eastern Europe N.V. to ClearWave N.V.;


 


•                                          by deed of
amendment executed on the thirteenth day of February two thousand and one before
H.B.H. Kraak, aforementioned, the aforementioned one hundred fifty thousand one
(150,001) ordinary shares, each share with a par value of one euro (EUR 1. -)
were converted into three hundred thousand two (300,002) Class B Multiple
Voting shares, each with a par value of fifty cent (EUR 0.50) numbered B 1 to B
300,002 inclusive;


 


•                                          thirty-seven
million nine hundred thirty thousand nine hundred forty-nine (37,930,949) Class B
Multiple Voting shares, numbered B 300,003 to B 38,230,950 inclusive, with a par
value of fifty cent (EUR 0.50) by issue by the Company, executed by deed on the
thirteenth day of February two thousand and one before H.B.H. Kraak,
aforementioned;


 


•                                          one hundred
seventy-one thousand three hundred fifty-one (171,351) Class A Subordinate
Voting shares, numbered A 45,681,589 to A 45,858,939 inclusive, by transfer
executed by deed on the twentieth day of July two thousand and four before
a legal substitute for P.H.N. Quist, civil-law notary in Amsterdam;


 


•                                          forty-five million
six hundred eighty-one thousand nine hundred thirty-eight (45,681,938) Class A
Subordinate Voting shares, numbered A 1 to A 45,681,588 inclusive and A
45,868,149 to A 45,868,498 inclusive, by transfer as a result of purchase
executed by deed on the twenty fifth day of May two thousand and five
before a legal substitute of P.H.N. Quist, aforementioned.


 


These transfers are acknowledged by the
Company in the deeds mentioned above.


 


Preceding acquisition of the Claim


 


The
Transferor acquired the Claim by notarial deed executed on the twenty-fifth day
of May two thousand and five before a legal substitute of P.H.N. Quist,
aforementioned.


 


3





















 


Transfer
and assignment


 


Pursuant
to the Agreement, the Transferor hereby (i) transfers the Shares to the
Transferee, who hereby accepts the Shares from the Transferor and (ii) assigns
the Claim to the Transferee, who hereby accepts such assignment. As a result of
the assignment of the Claim, the Transferee acquires all accessory rights
existing in respect of the Claim.


 


Power of
attorney and acknowledgement of the assignment


 


The
Transferor hereby grants to the Transferee an irrevocable exclusive (privatieve) power of attorney to exercise, on behalf of the
Transferor, all rights which the Transferor may have, insofar as such rights
are of importance for the Transferee as creditor in respect of the Claim.
MobiFon hereby acknowledges the assignment.


 


Purchase
price


 


The
Transferor has received the purchase price for the Shares as referred to in article 3
of the Agreement and the consideration for the Claim as referred to in article 2
of the Agreement, for which the Transferee is granted acquittance.


 


The
transfer and assignment are subject to the following conditions:


 


Account and
risk


 


Article 1.


 


The
Shares and all rights attached thereto including any distributions made by the
Company on the Shares and the Claim will from now on be for the account and
risk of the Transferee.


 


Conditions
precedent


 


Article 2.


 


The
conditions precedent (opschortende voorwaarden)
as agreed upon in respect of the transfer of the Shares and the assignment of
the Claim provided herein have been fully satisfied and/or waived on or prior
to the day and time of this deed.


 


The
Transferor and/or Telesystem International Wireless Inc. and the Transferee
have not agreed on any conditions subsequent (ontbindende
voorwaarden).


 


Choice of
law 


 


Article 3.


 


The
transfer as effectuated in the present deed and the enforcement thereof shall
be governed by Dutch law.


 


Nachgründung



 


The
Agreement has been entered into after two years have lapsed since the
registration of the Transferee with the Trade Register, so that article 2:204c
Dutch Civil Code does not apply.


 


4





















 


Acknowledgement


 


The Company declared that it
acknowledges the transfer of the Shares and that it will make the appropriate
entry in the shareholders’ register.


 


This deed was executed today
in Amsterdam.


 


The substance of this deed
was stated and explained to the appearing persons.


 


The appearing persons
declared not to require a full reading of the deed, to have taken note of the
contents of this deed and to consent to it.


 


Subsequently, this deed was read out in a limited
form, and immediately thereafter signed by the appearing persons and myself,
civil-law notary, at three hours forty six minutes post meridiem.


 


(Signed): IJ.C. van Straten,
E.A.J. de Rijk, M.L.J.M. Heere, Paul Quist.


 


 


	
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