MEMORANDUM BETWEEN UKRAINIAN GOVERNMENT

AND VENTURE CAPITAL AND PRIVATE EQUITY INVESTORS

GENERAL PRINCIPLES

- Ukrainian Venture Capital and Private Equity Association (referred to as "UVCA") is

committed to contributing to development of the stimulating investment climate with

the optimal legal framework and maximum protection of investor rights in Ukraine.

- UVCA is dedicated to support and initiate the progress to attractive and stable

investment climate by addressing institutional, legal, fiscal and other conditions in

Ukraine.

- UVCA is committed to increasing dialogue and trust between local and international

investors and the government of Ukraine.

- UVCA is dedicated to recognizing and establishing the relevance of effective set of rules

and practices in the areas of financial services to establish fully-functioning market

economy and in order to foster investment activity by current and potential new market

participants.

- UVCA is committed to enforcing and controlling the implementation of the investment

related European legislation outlined in Association Agreement as well as legislation

and directives not outlined in Association Agreement that would support and stimulate

creation of positive investment climate in Ukraine.

- The Memorandum between UVCA and Ukrainian Government is the document

indicating consolidated demands by association members to Ukrainian Government

(referred to as "Memorandum").

o UVCA is representing its member´s interest. Full Members are Ukrainian

investment companies that make private equity investments in mainly Ukrainian

companies. Associated Members are companies, associations, institutions and

educational facilities interested in development of the Ukrainian private

investment market. Networked members are investment companies not

headquartered in Ukraine but investing or considering investing in Ukrainian

companies. Honoured Members are the members with significant contribution

to development of investment sector that are awarded the title by UVCA.

- Memorandum is not implicit nor profound, it is rather outlining the priorities.

I PROTECTION OF INVESTORS’ RIGHTS

Article 1.

Court and justice system reform

1.1.Implementing legislative, procedural and other relevant reforms as outlined in the

Association Agreement and other international agreements.

1.2.Prohibiting unambiguous interpretation of legislation.

1.3.No duplication of legal institutions.

1.4.Optimization of number of civil servants and increase of salaries for those remaining in

public service.

1.5.Real and efficient lustration of judges and other civil servants, starting from the most

critical positions.

1.6.Restore public trust in the judicial system by creating a judicial board with respected

international lawyers to supervise court proceedings and rulings.

1.7.Defining and controlling the enforcement of personal responsibility of judges.

1.8.Defining professional background, reputation and corresponding qualification as the

preliminary requirement for civil servants in key positions.

1.9. Prohibiting nepotism and disclosure of personal interests and possible conflicts of

interest.

1.10. Declaration and open and transparent information of income, assets and business

interests of top level civil servants and their households.

1.11. Creating the controlling body of court rulings and constant monitoring of

rulings.

1.12. Enforcing mechanisms of Ukrainian and European court rulings.

1.13. Establishing independent watchdog commission.

Article 2

Protection of investors’ rights. Legal framework.

2.1. Protection of minority shareholders rights.

2.1.2. Implementation of squeeze-out rights;

2.1.3. Implementation of the mechanism of approval decisions by minority shareholders;

2.1.4. Implementation of the derivative action.

2.2. Adoption of the LLC Law in order to stimulate investing with enforceable protection

of investors rights.

2.3. Adoption Shareholders Agreement clauses according to European legislation with

possibility of use and implementation of:

2.3.1. debt convertible to equity;

2.3.2. convertible to equity A-shares;

2.3.3. share premium;

2.3.4. tag along and drag along clauses;

2.3.5. put and call options;

2.3.6. different categories of voting rights.

2.4. Lifting the demand of investor registration and removing limitations on investor

accounts.

2.5. Simplifying the work permit procedures for key personnel of European Union

companies management bodies and nominated representatives to Ukrainian bodies.

2.6. Strengthening the anti-raiding procedures.

2.6.1. Reduction of the limitation of actions in corporate disputes;

2.6.2. Legislative definition of grounds for invalidation of the decision.

2.7. Law on protection of the Intellectual Property.

2.8. Personal and corporate bankruptcy laws.

Article 3

Law and procedures of mediation and arbitration

3.1. Implementing law on mediation and defining main framework of the mediation

procedures.

3.2. Law and procedures on arbitration as defined in WTO Dispute Settlement and

Association Agreement.

II EASE OF DOING BUSINESS

Article 4

Deregulation

4.1. Simplifying the process of setting up business and liquidation of the business.

4.1.1. Decreasing number of permits and authorisations procedures including by substituting

the system of permits to one of notifications except for limited/specific types of activities;

4.1.2. Simplifying/shortening the termination / reorganization of the business;

4.1.3. Decreasing number of licensed activities.

4.2. Reorganization of the licensing/regulatory authorities, optimization of their work.

4.2.1. Decreasing number of such authorities including by merge and/or delegation of their

functions to self-regularity institution;

4.2.2. Increasing measures of liability of the public officials for causing damages by illegal

actions/inactions;

4.2.3. Clear rules for controlling bodies, including with respect to application of sanctions.

4.3. Clear and transparent licensing procedures and bases.

4.4. Independence of regulatory authority.

Article 5

Tax reform

5.1. Implementation main clauses of Association and coalition agreement (including VAT

reform);

5.2. Simplifying the taxation and reporting requirements;

5.3. Refusal from the punitive model of tax control.

Article 6

Free movement of capital

6.1. Cancelling registration for foreign investments;

6.2. Freely convertible currency;

6.3. Free and easy cross-border movement of capital;

6.4. Ease of bringing the foreign securities and other types of IFRS standard assets into

commercial bank balance sheets, in accordance with the world best practices.

Article 7

Improving antimonopoly regulations;

7.1. Increasing thresholds.

7.1.1. Increasing thresholds which requires AMC approval; making the issue of the local impact

on the market being the principle issue for merger clearances;

7.1.2. Simplifying merger control clearance;

7.1.3. Introducing notifications about certain transactions as an alternative to consents.

7.2. Making AMC regulations more transparent, including investigation and application of

fines.

III FIGHTING THE CORRUPTION

Article 8

Transparency of government spending

8.1. Public procurement act in accordance to EU legislation.

8.2. State monopolies and state companies’ regulations and transparency.

8.3. State aid regulations and transparency.

8.4. Antitrust and mergers regulations and transparency.

8.5. Open data of government officials (declarations of income, assets, interests etc).

8.6. New professional qualification standards for government officials;

Article 9

Transparency and efficiency of processes

9.1. Defining and implementing Digital Agenda 2020 for national ICT sector development and

Digital Scorecard.

9.2. Implementing e-Government solutions.

9.2.1. Empowering eGovernment regulatory body with decision making and implementation

rights;

9.2.2. Compliance of the regulatory body personnel with highest professional standards

expected;

9.2.3. Defining national identification principles;

9.2.4. Defining standards for interoperability between databases;

9.2.5. Digital Signature Act and authorization principles;

9.2.6. Personal data protection act;

9.2.7. Opening government databases by open data principles.

Article 10

Creating the control mechanisms

10.1. Supporting the creation of the open Corruption Hotline with the personal protection

mechanisms.

10.2. Supporting corruption perception, monitoring and awareness trainings.

10.2.1. Educating the government on proper compliance functions, internal controls;

10.2.2. Robust training that help organizations recognize and resist corruption, and confront it

efficiently when identified;

10.2.3. Educating and informing the media on corruption cases;

10.3. Supporting and stimulating the involvement of the public and business community in

amending legislation.

10.4. Supporting founding of the transparency and anticorruption bureau.

10.5. Supporting the development of civil organizations and free media monitoring the

implementation of rulings, legislation and decisions by Government;

10.6. Supporting the creation of monitoring mechanisms to assess government bodies’

compliance to qualification demands, standards and best international practices.

10.7. Quarterly monitoring of crucial aspects to investment reforms.

IV DEVELOPMENT OF INVESTMENT SECTOR

Article 11

Filling the gaps in the market

11.1. Tax incentives to certified business angels investing in early-stage companies.

11.2. Framework to support of accelerators and incubators;

11.3. Supporting and initiating creation of co-investment vehicles and matching funds;

11.4. Supporting and initiating attracting the fund-of-funds and other investment vehicles to

Ukraine;

Article 12

Privatization of non-strategic government companies

12.1. Privatization of non-strategic government companies to make companies more efficient,

transparent and create new investment opportunities for investors.

Article 13

Reform of "Invest In Ukraine agency"

13.1. Reform of non-performing nor efficient government agency responsible for promoting

Ukrainian investment sector.

V DEVELOPMENT OF PRIORITY SECTORS

Article 14

ICT and high-tech sector

14.1. Public procurement for 3G and 4G licences in transparent auctions with fair treatment of

all interested parties.

14.2. Adequate and comprehensive regulation of eCommerce and digital currency;

14.3. Adequate and corresponding to international regulations licensing and control of

programs and solutions.

14.4. Simplifying procedures of eMoney and its administration.

14.5. Improving the competence and level of cybersecurity and data protection.

14.7. Clear regulation of responsibility of hosting service providers.

Article 15

Energy sector

15.1. Suppporting the modernization and enhancement of existing energy infrastructures.

15.2. Energy efficiency reform in accordance with EU standards.

15.3. Development and support of renewable energy in a sound manner.

15.4. Liberalization of energy sector and fair treatment of all interested parties.