Common use of Governance of Kyivstar Clause in Contracts

Governance of Kyivstar. (a) As soon as practical after the Closing, the Parties shall cause the Kyivstar Charter to be amended to remove redundant provisions and clauses that require supermajority voting by members of the Kyivstar board of directors for certain major decisions and otherwise to simplify Kyivstar’s governance in accordance with this Agreement to reflect that Kyivstar is subject to oversight by the Board and the CEO. (b) As soon as practical after the Closing, the Parties shall use their commercially reasonable efforts to cause Kyivstar to establish and maintain a board of directors consisting of five (5) members: one (1) nominated by Alfa, one (1) nominated by Telenor and three (3) proposed by the CEO and approved by the Board. Unless otherwise agreed by Alfa and Telenor, or until at least the fourth anniversary of the Closing Date, the General Manager of Kyivstar must be a Ukrainian citizen. (c) The Company shall take all actions necessary to cause Kyivstar to undertake all actions approved by the Board, the Management Board or the Company’s shareholders or any other actions that are deemed necessary or advisable to comply with applicable Law.