Common use of Shareholding Clause in Contracts

Shareholding. (a) Save as provided in Clause 7.6(b), prior to the Guarantor IPO Date, the Guarantor undertakes that it shall continue to own or control directly or indirectly the total issued share capital and other rights in respect of equity or share capital (the "Equity") in the Borrower and its Subsidiaries. (b) The Guarantor shall be permitted to transfer or dispose of not more than 20% in aggregate of its shareholding or other Equity in the Borrower provided that: (i) any such transfer or disposal of Equity in the Borrower is made to a person ("TRANSFEREE") which is: (1) an Affiliate which is controlled by the Guarantor; or (2) a Telecommunications Provider; or (3) a Private Equity Fund; or (4) an Eligible Corporation; and (ii) such Transferee prior to any such disposal to it gives a written undertaking in agreed form to the Guarantor and the Security Trustee for the benefit of the Finance Parties that it shall not enter into any further disposal of any of the issued share capital or other Equity transferred to it other than to any person which itself falls within the criteria set out in Clause 7.6(b)(i)(1) to (4) inclusive above and which has itself, prior to any such further disposal, given an undertaking in the same terms mutatis mutandis and only provided that all subsequent transferees or successors in title of such Transferee prior to any further disposals to them give an equivalent undertaking in the same terms mutatis mutandis; _______________________________________________________________________________ [Guarantee and Indemnity] (iii) if the Transferee or any subsequent transferees or successors in title of such Transferee falls within the criteria set out in Clause 7.6(b)(i)(1) above, such Transferee, subsequent transferee, or successor in title of such Transferee, as the case may be, executes contemporaneously with such disposal, or further disposal, as the case may be, and Additional Share Mortgage or other Security Interest over the share capital or other Equity transferred to it in form and substance equivalent to the ANC Share Mortgage; and (iv) any shareholder agreement or other contractual arrangement between the shareholders of the Borrower which may be entered into with any Transferee, subsequent transferee, or successor in title of such Transferee, as the case may be, in connection with any disposal or further disposal, as the case may be, shall not jeopardise the effectiveness, enforceability or priority of any Security Interest constituted by any of the Finance Documents nor the ability of any Security Party to perform its obligations under the Finance Documents and if requested by the Security Trustee, subject to any applicable regulations of any Guarantor Stock Exchange, the Guarantor shall execute an additional Security Document in favour of the Security Trustee in agreed form constituting a Security Interest in respect of the Guarantor's right, title and interest in and to such shareholder agreement or arrangement. (c) Following the Guarantor IPO Date, the Guarantor undertakes that it shall continue to own or control directly or indirectly at least 51% of the total issued share capital and other Equity in the Borrower. (d) The Guarantor, subject to any applicable regulations of any Guarantor Stock Exchange, undertakes that it shall at all times control the appointment of the directors of the board of directions of the Borrower subject to which, it shall ensure that the Borrower has no more than 7 directors appointed to its board of whom 3 shall be appointed by the Guarantor and/or CNC International and one shall be an independent director which has been appointed by the Guarantor and/or CNC International if required by such regulations.

Shareholding. Each Shareholder hereby represents and warrants as of the date of (and after giving effect to) the consummation of its purchase of Shares pursuant to the Primary Agreement and the relevant Zimin Principal Agreements to which it is a party, and each Person who subsequently becomes a party to this Agreement by executing an Endorsement hereby represents and warrants, as of the date on which such Person executes such Endorsement, that: (a) Save such Shareholder is the record holder and beneficial owner of the Shares described opposite its name on Schedule 1 or on its Endorsement, as provided in Clause 7.6(b), prior to the Guarantor IPO Date, the Guarantor undertakes that it shall continue to own or control directly or indirectly the total issued share capital and other rights in respect of equity or share capital (the "Equity") in the Borrower and its Subsidiaries.case may be; (b) The Guarantor shall be permitted to transfer or dispose of not more than 20% in aggregate of the Shares described opposite its shareholding or other Equity in the Borrower provided that: (i) any such transfer or disposal of Equity in the Borrower is made to a person ("TRANSFEREE") which is: (name on Schedule 1) an Affiliate which is controlled by the Guarantor; or (2) a Telecommunications Provider; or (3) a Private Equity Fund; or (4) an Eligible Corporation; and (ii) such Transferee prior to any such disposal to it gives a written undertaking in agreed form to the Guarantor and the Security Trustee for the benefit of the Finance Parties that it shall not enter into any further disposal of any of the issued share capital or other Equity transferred to it other than to any person which itself falls within the criteria set out in Clause 7.6(b)(i)(1) to (4) inclusive above and which has itself, prior to any such further disposal, given an undertaking in the same terms mutatis mutandis and only provided that all subsequent transferees or successors in title of such Transferee prior to any further disposals to them give an equivalent undertaking in the same terms mutatis mutandis; _______________________________________________________________________________ [Guarantee and Indemnity] (iii) if the Transferee or any subsequent transferees or successors in title of such Transferee falls within the criteria set out in Clause 7.6(b)(i)(1) above, such Transferee, subsequent transferee, or successor in title of such Transfereeon its Endorsement, as the case may be, executes contemporaneously constitute all of the shares of capital stock of the Company owned of record or beneficially by such Shareholder; (c) unless otherwise provided in Section 2.08, except for any rights of such Shareholder's spouse, if any, arising by operation of law, no Person other than such Shareholder has sole power of disposition and sole voting power with respect to all of the Shares described opposite such disposalShareholder's name on Schedule 1, or further disposalon its Endorsement, as the case may be, and Additional Share Mortgage or there are no restrictions on any such rights, other Security Interest over than such restrictions on transfer as arise under applicable United States federal securities laws, Russian federal securities laws, and the share capital or terms and conditions of this Agreement and the other Equity transferred to it in form and substance equivalent to the ANC Share MortgagePrincipal Agreements; and (ivd) any shareholder agreement its Shares are (i) now held or other contractual arrangement between the shareholders of the Borrower which may will, upon issuance, be entered into with any Transferee, subsequent transferee, or successor in title of such Transferee, as the case may beheld, in connection with any disposal each case, free and clear of all Liens, proxies, voting trusts or further disposalagreements, as understandings or arrangements whatsoever except for (A) during the case may be, shall not jeopardise period from the effectiveness, enforceability or priority of any Security Interest constituted by any of date hereof up to the Finance Documents nor the ability of any Security Party to perform its obligations under the Finance Documents and if requested by the Security Trustee, subject to any applicable regulations of any Guarantor Stock ExchangeClosing, the Guarantor shall execute an additional Security Document Existing Shareholders Agreement and the other Existing Agreements referred to (and defined in) the Termination Agreement, (B) those disclosed in favour Schedule 2, and (C) the terms and conditions of this Agreement and the Security Trustee in agreed form constituting a Security Interest in respect of the Guarantor's rightother Principal Agreements, title and interest in and to such shareholder agreement or arrangement(ii) unless they are ADSs, uncertificated. (c) Following the Guarantor IPO Date, the Guarantor undertakes that it shall continue to own or control directly or indirectly at least 51% of the total issued share capital and other Equity in the Borrower. (d) The Guarantor, subject to any applicable regulations of any Guarantor Stock Exchange, undertakes that it shall at all times control the appointment of the directors of the board of directions of the Borrower subject to which, it shall ensure that the Borrower has no more than 7 directors appointed to its board of whom 3 shall be appointed by the Guarantor and/or CNC International and one shall be an independent director which has been appointed by the Guarantor and/or CNC International if required by such regulations.

Shareholding. (a) Save as provided in Clause 7.6(b)The undersigned is the record holder and beneficial owner of the Shares specified below, prior to which Shares constitute all of the Guarantor IPO Date, Shares owned of record or beneficially by the Guarantor undertakes that it shall continue to own or control directly or indirectly the total issued share capital undersigned and other rights in respect all of equity or share capital (the "Equity") in the Borrower and its Subsidiaries.Affiliates; (b) The Guarantor shall be permitted except as otherwise disclosed in a schedule delivered together with this Endorsement and except or for any rights of the undersigned’s spouse, if any, arising by operation of law, no Person other than the undersigned has sole power of disposition and sole voting power with respect to transfer or dispose any of not more than 20% in aggregate of its shareholding or other Equity in the Borrower provided that: (i) Shares specified below, and there are no restrictions on any such rights, other than such restrictions on transfer or disposal as arise under applicable United States federal securities laws and the terms and conditions of Equity in the Borrower is made to a person ("TRANSFEREE") which is: (1) an Affiliate which is controlled by the Guarantor; or (2) a Telecommunications Provider; or (3) a Private Equity Fund; or (4) an Eligible Corporationthis Endorsement; and (iic) such Transferee prior to any such disposal to it gives except as otherwise disclosed in a written undertaking in agreed form to the Guarantor schedule delivered together with this Endorsement, its Shares are held free and the Security Trustee clear of all Liens, proxies, voting trusts or agreements, understandings or arrangements whatsoever, except for the benefit of the Finance Parties that it shall not enter into any further disposal of any of the issued share capital or other Equity transferred to it other than to any person which itself falls within the criteria set out in Clause 7.6(b)(i)(1) to (4) inclusive above and which has itself, prior to any such further disposal, given an undertaking in the same terms mutatis mutandis and only provided that all subsequent transferees or successors in title of such Transferee prior to any further disposals to them give an equivalent undertaking in the same terms mutatis mutandis; _______________________________________________________________________________ [Guarantee and Indemnity] (iii) if the Transferee or any subsequent transferees or successors in title of such Transferee falls within the criteria set out in Clause 7.6(b)(i)(1) above, such Transferee, subsequent transferee, or successor in title of such Transferee, as the case may be, executes contemporaneously with such disposal, or further disposal, as the case may beLiens arising under this Endorsement. This Endorsement, and Additional Share Mortgage any dispute, controversy or other Security Interest over the share capital claim arising out of, relating to or other Equity transferred to it in form and substance equivalent to the ANC Share Mortgage; and (iv) any shareholder agreement or other contractual arrangement between the shareholders of the Borrower which may be entered into with any Transferee, subsequent transferee, or successor in title of such Transferee, as the case may be, in connection with any disposal this Endorsement, or further disposalfor the breach or alleged breach thereof, as the case may bewhether in contract, in tort or otherwise, shall not jeopardise be governed by, and construed in accordance with, the effectiveness, enforceability or priority of any Security Interest constituted by any laws of the Finance Documents nor the ability State of any Security Party to perform its obligations under the Finance Documents and if requested by the Security TrusteeNew York, subject without giving effect to any applicable regulations conflicts of any Guarantor Stock Exchangelaws or other principles thereof that would result in the application of the laws of another jurisdiction. For the avoidance of doubt, the Guarantor shall execute an additional Security Document in favour undersigned confirms that it is fully familiar with the provisions of Section 5-1401 of the Security Trustee in agreed form constituting a Security Interest in respect New York General Obligations Law, and intends to bring this Endorsement within the terms thereof. [Name of Transferee] By Name: Title: Type and Number of Shares: [ shares of stock] Information about the identities and ownership of each Beneficial Owner of the Guarantor's right, title and interest in and to such shareholder agreement or arrangement. (c) Following the Guarantor IPO Date, the Guarantor undertakes that it shall continue to own or control directly or indirectly at least 51% of the total issued share capital and other Equity in the Borrower. (d) The Guarantor, subject to any applicable regulations of any Guarantor Stock Exchange, undertakes that it shall at all times control the appointment of the directors of the board of directions of the Borrower subject to which, it shall ensure that the Borrower has no more than 7 directors appointed to its board of whom 3 shall be appointed by the Guarantor and/or CNC International and one shall be an independent director which has been appointed by the Guarantor and/or CNC International if required by such regulations.Transferee [specify]:

Shareholding. Each Shareholder (other than Telenor) hereby represents and warrants as of the date hereof, each Person who subsequently becomes a party to this Agreement by executing an Endorsement hereby represents and warrants, as of the date on which such Person executes such Endorsement, and Telenor hereby represents and warrants as of the date of (and after giving effect to) the consummation of its purchase of all of the Purchaser's Shares pursuant to the Primary Agreement, that: (a) Save it is the record holder and beneficial owner of the Shares described opposite its name on Schedule 1 hereto or on its Endorsement, as provided in Clause 7.6(b), prior to the Guarantor IPO Date, the Guarantor undertakes that it shall continue to own or control directly or indirectly the total issued share capital and other rights in respect of equity or share capital (the "Equity") in the Borrower and its Subsidiaries.case may be; (b) The Guarantor shall be permitted to transfer or dispose of not more than 20% in aggregate of the Shares described opposite its shareholding or other Equity in the Borrower provided that: (i) any such transfer or disposal of Equity in the Borrower is made to a person ("TRANSFEREE") which is: (1) an Affiliate which is controlled by the Guarantor; or (2) a Telecommunications Provider; or (3) a Private Equity Fund; or (4) an Eligible Corporation; and (ii) such Transferee prior to any such disposal to it gives a written undertaking in agreed form to the Guarantor and the Security Trustee for the benefit of the Finance Parties that it shall not enter into any further disposal of any of the issued share capital or other Equity transferred to it other than to any person which itself falls within the criteria set out in Clause 7.6(b)(i)(1) to (4) inclusive above and which has itself, prior to any such further disposal, given an undertaking in the same terms mutatis mutandis and only provided that all subsequent transferees or successors in title of such Transferee prior to any further disposals to them give an equivalent undertaking in the same terms mutatis mutandis; _______________________________________________________________________________ [Guarantee and Indemnity] (iii) if the Transferee or any subsequent transferees or successors in title of such Transferee falls within the criteria set out in Clause 7.6(b)(i)(1) above, such Transferee, subsequent transfereename on Schedule 1 hereto, or successor in title of such Transfereeon its Endorsement, as the case may be, executes contemporaneously constitute all of the shares of capital stock of the Company owned of record or beneficially by such Person; (c) except for (i) any rights of such Shareholder's spouse, if any, arising by operation of law and (ii) in the case of the Bee Line Fund, the rights of the Board of Directors thereof relating to the voting or disposition of Shares held by the Bee Line Fund, such Shareholder has sole power of disposition and sole voting power with such disposalrespect to all of the Shares described opposite its name on Schedule 1 hereto, or further disposalon its Endorsement, as the case may be, with no restrictions on such rights, other than such restrictions on transfer as arise under applicable United States federal securities laws, Russian federal securities laws, the Agreements on Pledge (the "Zimin Pledge") made on January 27, 1998 and Additional Share Mortgage or other Security Interest over August 18, 1998 between ▇▇. ▇▇▇▇▇, Ericsson Project Finance AB and AB LM Ericsson Finans, the share capital or other Equity transferred to it Undertaking and Acknowledgement of Pledge Agreements dated April 9, 1998 between KB Impuls-TV, the Bee Line Fund, Ericsson Project Finance AB and AB LM Ericsson Finans (the "Ericsson Agreements"), the Undertaking and Acknowledgement of Pledge Agreement dated April 9, 1998 between KB Impuls-TV, Bee Line Fund and Ericsson Project Finance AB and AB LM Ericsson Finans, the restrictions on the transfer of shares of preferred stock of the Company which are disclosed in form the Company's SEC Documents, and substance equivalent to the ANC Share Mortgageterms and conditions of this Agreement and the Registration Rights Agreement; and (ivd) its Shares are, unless they are ADSs, uncertificated, and, in any shareholder agreement or other contractual arrangement between the shareholders of the Borrower which may be entered into with any Transfereeevent, subsequent transferee, or successor are now held (and in title of such Transferee, as the case may beof Telenor will, upon issuance, be held), in connection each case, free and clear of all Liens, proxies, voting trusts or agreements, understandings or arrangements whatsoever that would conflict with any disposal or further disposal, as the case may be, shall not jeopardise the effectiveness, enforceability or priority of any Security Interest constituted by any of the Finance Documents nor the ability obligations of any Security Party to perform its obligations such Person hereunder or under the Finance Documents and if requested by Registration Rights Agreement, except for any thereof arising under (i) the Security Trustee, subject to any applicable regulations of any Guarantor Stock Exchange, the Guarantor shall execute an additional Security Document in favour charter of the Security Trustee in agreed form constituting a Security Interest in respect Bee Line Fund, (ii) the Zimin Pledge, (iii) the Ericsson Agreements and (iv) the restrictions on the transfer of shares of preferred stock of the Guarantor's right, title and interest in and to such shareholder agreement or arrangement. (c) Following the Guarantor IPO Date, the Guarantor undertakes that it shall continue to own or control directly or indirectly at least 51% of the total issued share capital and other Equity Company disclosed in the BorrowerCompany's SEC Documents, and the terms and conditions of this Agreement and the Registration Rights Agreement. (d) The Guarantor, subject to any applicable regulations of any Guarantor Stock Exchange, undertakes that it shall at all times control the appointment of the directors of the board of directions of the Borrower subject to which, it shall ensure that the Borrower has no more than 7 directors appointed to its board of whom 3 shall be appointed by the Guarantor and/or CNC International and one shall be an independent director which has been appointed by the Guarantor and/or CNC International if required by such regulations.