UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of May 2026
Commission File Number: 001-42804
Kyivstar Group Ltd.
(Translation of registrant’s name into English)
Unit 517, Level 5
Index Tower
Dubai International Financial Centre (DIFC)
United Arab Emirates
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
EXPLANATORY NOTE
On May 12, 2026, Kyivstar Group Ltd. (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “AGM”) via teleconference at 12:00 Gulf Standard Time. The record date for the AGM was April 13, 2026 (the “Record Date”). As of the Record Date, there were 230,863,624 common shares outstanding and entitled to vote. A total of 209,896,839 shares (approximately 90.92% of outstanding shares) were represented at the AGM, constituting a quorum.
The following is a summary of the matters voted upon at the AGM and the final voting results for each proposal:
Proposal 1 – Amendment to Bye-law 56.3
Shareholders approved the amendment to Bye-law 56.3 of the Company’s Bye-laws to revise and restate such provision as follows: “The Officers and Senior Executives shall receive such remuneration as the Remuneration Committee of the Board may from time to time determine.” The voting results were as follows:
For | Against | Abstain/Withheld | ||||||
209,818,788 | 62,491 | 15,560 | ||||||
Proposal 2 – Appointment of UHY LLP as Auditor
Shareholders approved the appointment of UHY LLP (“UHY”) as auditor to audit the consolidated financial statements of the Company for the financial year ending December 31, 2026, and authorized the board of directors of the Company (the “Board”) to formalize the engagement and fix the remuneration of UHY as auditor. The voting results were as follows:
For | Against | Abstain/Withheld | ||||||
209,884,119 | 8,908 | 3,812 | ||||||
Proposal 3 – Re-election of Directors
All ten director nominees were re-elected to the Board by cumulative voting. Under cumulative voting, each shareholder multiplied the number of shares held by 10 (the number of directors to be re-elected) and allocated votes among the nominees. The voting results for each nominee were as follows:
Nominee | For | Abstain/Withheld | ||||||
Serdar Çetin | 209,888,115 | 8,724 | ||||||
Betsy Cohen | 209,862,488 | 34,351 | ||||||
Augie K Fabela II | 209,874,092 | 22,747 | ||||||
Rt Hon Sir Brandon Lewis | 209,888,410 | 8,429 | ||||||
Burak Özer | 209,861,743 | 35,096 | ||||||
Duncan Perry | 209,871,948 | 24,891 | ||||||
Michael Pompeo | 209,887,387 | 9,452 | ||||||
Dmytro Shymkiv | 209,875,418 | 21,421 | ||||||
Michiel Soeting | 209,887,683 | 9,156 | ||||||
Kaan Terzioglu | 209,813,857 | 82,982 | ||||||
A copy of the press release announcing the results of the AGM is furnished hereto as Exhibit 99.1.
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | ||||||||||||||||
| 99.1 | |||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: May 12, 2026 | Kyivstar Group Ltd. | |||||||||||||||||||||||||
| By: | /s/ Kaan Terzioğlu | |||||||||||||||||||||||||
| Name: | Kaan Terzioğlu | |||||||||||||||||||||||||
| Title: | Executive Chairman and Director | |||||||||||||||||||||||||