Slide 1: Investor Presentation: The Leading Ukrainian Digital Operator
Investor Presentation The Leading Ukrainian Digital Operator March 2025
Slide 2: Disclaimer
Disclaimer 2 This presentation (the “Presentation”) has been prepared by Cohen Circle Acquisition Corp. I ( “Cohen,” “us” or “we”) and is provided on a confidential basis solely to the recipients that are “accredited investors” (as defined in Rule 506 of Regulation D) (any such recipient, together w
Slide 3: Disclaimer
Disclaimer 3 Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Accordingly, any projections, modeling or analysis may differ materially and s
Slide 4: Cohen Circle: Industry leading sponsors with an outstanding team
4 Cohen Circle: Industry leading sponsors with an outstanding team Source: Cohen Circle, FactSet N o te s : 1. Reflects Adjusted EBITDA plus addback of $47m management estimate of customer appreciation program’s impact due to cyber attack 2. Return on units based on acquisition consideration paid by
Slide 5: Today's presenters
5 Today’s presenters • Served as CEO of Beeline (Kazakhstan subsidiary of VEON) • Served as CEO of GroupM (large user acquisition marketing company) • Forbes #1 CEO in Ukraine (2020) Oleksandr Komarov CEO (since 2018) • 20+ years with VEON group • Held several senior finance roles at VEON group comp
Slide 6: Invest in Kyivstar – Invest in Ukraine
6 Invest in Kyivstar – Invest in Ukraine Expected to be the only purely Ukrainian investment opportunity to be publicly listed in the U.S.5 Scarcity value Leading digital operator, one of the most recognizable national brands1 and proven leader in Ukraine’s digital infrastructure National Champion P
Slide 7: Kyivstar at a glance
Kyivstar at a glance Leading market positions with ambitious expansion opportunities in digital 7 Telecom business Digital Leading Ukrainian mobile communication provider, offering voice, data and IoT1 solutions A leading provider of high-speed internet and reliable voice communication2 One of Ukrai
Slide 8: Why do we win?
Why do we win? Technological leadership and complementary product offerings reinforce Kyivstar’s market leadership 2024: Agreement with Starlink to introduce ground-breaking direct-to-cell satellite connectivity in Ukraine Continued focus and investment in network quality KPI 2024 Kyivstar recent ne
Slide 9: Consistent growth in monthly ARPU
2.1 3.1 3.5 4.1 6.1 2020 2021 2022 2023 2024 75 85 95 107 121 2020 2021 2022 2023 2024 Consistent growth in monthly ARPU1… Driven by multiplay penetration2 and superior service quality 9 8% 13% 15% 18% 29% Multiplay as a % of total users2 Monthly ARPU (period-avg), UAH Source: VEON, Kyivstar N o te
Slide 10: Substantial ARPU growth potential on Ukraine's economic recovery
Source: GSMA, IMF N o te s : 1. Estimated as average of Q1-Q3 2024 monthly ARPU across all MNOs in selected countries as per GSMA (in US$) 2. 2024 International Monetary Fund (IMF) estimate, per IMF October 2024 WEO database 3. Represents Kyivstar-identified potential opportunity for Kyivstar ARPU t
Slide 11: Leadership in Fixed Broadband segment
Leadership in Fixed Broadband segment 11Source: State Statistics Committee, NCEC official reports N o te s : 1. After acquisition of Volia by Lifecell 2. A median among top 15 players in the market by B2C subscribers (for 9m 2024); based on Kyivstar estimates on the basis of NCEC official reports 3.
Slide 12: Leveraging our loyal subscriber base with digital products and services
Leveraging our loyal subscriber base with digital products and services 12 Strong growth with low customer acquisition costs B ig D a ta & A d T e ch p la tfo rm 2.0m mobile & fixed users 6.2m app MAU1 0.1m B2B end users (licenses) 0.9m apps MAU1 Real-time kinematic2, Cybersecurity, IoT platform, Di
Slide 13: Financial performance overview
19.7 20.7 2023 2024 33.5 36.9 2023 2024 Financial performance overview 13 Kyivstar Group’s financials show resilient performance N o te s : 1. Translated to US$ at period-avg UAH/US$ NBU FX rates: 36.59 (2023), 40.16 (2024) 2. Translated to US$ at period-end UAH/US$ NBU FX rates: 42.04 (2024) 3. ROU
Slide 14: Growth strategy and management priorities
Growth strategy and management priorities 14 Kyivstar’s medium-term growth strategy focuses on deepening mobile market leadership and expansion of digital services Telecom business Digital Serve as a key player in restoring and developing digital ecosystem in Ukraine Target significant organic gro
Slide 15: Invest in Kyivstar – Invest in Ukraine
Invest in Kyivstar – Invest in Ukraine 15 Kyivstar is a major social sponsor, investor and top-rated employer in Ukraine1 Kyivstar committed to invest US$ 1bn in Ukraine from 2023-20271 Roaming and Interconnect Development of roaming and international interconnect businesses generating cash in hard
Slide 16: The impact of the war and our response
16 The impact of the war and our response Key war related factors reflected in the performance Key highlights, mitigation measures N o te s : 1. Translated to US$ at period-avg UAH/US$ NBU FX rates: 40.16 (2024) 2. 2024F stands for 2024 forecast 3. Actual GDP growth for 2023 and the International Mo
Slide 17: Highly experienced and well-motivated team in-place across all verticals
Highly experienced and well-motivated team in-place across all verticals 17 Total FTEs, eop Employee engagement, %3 Source: Kyivstar, Survey commissioned by a Big-4 consulting firm N o te s : 1. Number of employees who resigned voluntarily relative to total number of employees 2. Incl. 36 employees
Slide 18: Strong governance as a subsidiary of Nasdaq-listed VEON
As a subsidiary of Nasdaq-listed VEON, Kyivstar has operated with strong governance 18 Current Kyivstar Supervisory Board Robust governance practices driven by VEON Kaan Terzioglu Dmytro Shymkiv Chairman of Kyivstar Board CEO of VEON Board member Former Deputy Chief of Staff Office of the President
Slide 19: Kyivstar investment highlights
Kyivstar investment highlights World class team: Proven leaders with a track record of resilience through war and robust governance Robust financial profile: We believe we are poised for growth with Ukrainian recovery and digital services expansion Strong balance sheet: significant financial and str
Slide 20: Attractive valuation relative to peers
3.6x 4.7x 8.0x 5.1x 5.4x 8.0x 3.9x 9.3x 8.6x 7.8x 4.8x 6.3x 6.4x 6.8x 5.4x ~2.8x 4.7x 7.7x 4.8x 4.9x 7.6x 3.8x 8.9x 8.1x 7.3x 4.3x 5.9x 6.2x 6.4x 5.1x Attractive valuation relative to peers 20 2024-2025 EV / EBITDA1 Median: 6.6x Sources: FactSet (as of 14 March 2025) calendarised to Dec YE, Equity a
Slide 21: Pro forma valuation: Transaction overview
Pro forma valuation Transaction overview Valuation, ownership and sources & uses 21 Pro-forma ownership at closing N o te s : 1. Includes 4.3 million sponsor promote shares and 0.7 million private placement shares. Sponsor promote shares exclude 0.7 million shares which vest if stock price exceeds $
Slide 22: Appendix
a an KYIVSTAR Appendix.
Slide 23: Combined income statement
Combined income statement 23 For the year ended December 31 (In millions of U.S. dollars) 2024P 2023 Service revenues 915 911 Other revenues 4 4 Total operating revenues 919 915 Other operating income 1 1 Service costs (100) (94) Selling, general and administrative expenses (305) (284) Depreciation
Slide 24: Combined statement of financial position (1/2)
Combined statement of financial position (1/2) 24 as of December 31 (In millions of U.S. dollars) 2024P 2023 Assets Non-current assets Property and equipment 624 597 Intangible assets 297 272 Loan receivable from VEON Amsterdam - 343 Investments and derivatives 115 - Other assets 80 67 Total non-cur
Slide 25: Combined statement of financial position (2/2)
Combined statement of financial position (2/2) 25 as of December 31 (In millions of U.S. dollars) 2024P 2023 Net investment and liabilities Net investment Net investment attributable to equity owners of the parent 1,222 887 Total net investment 1,222 887 Non-current liabilities Debt and derivatives
Slide 26: Combined statement of cash flows (1/2)
Combined statement of cash flows (1/2) 26 For the year ended December 31 (In millions of U.S. dollars) 2024P 2023 Operating activities Profit before tax 347 346 Non-cash adjustments to reconcile profit before tax to net cash flows Depreciation, amortization and impairment loss 168 177 (Loss) / gain
Slide 27: Combined statement of cash flows (2/2)
Combined statement of cash flows (2/2) 27 For the year ended December 31 (In millions of U.S. dollars) 2024P 2023 Investing activities Purchase of property, plant and equipment (162) (96) Purchase of intangible assets (86) (47) Payments on deposits (13) (52) (Outflows) / Inflows on loans granted (2)
Slide 28: Reconciliation of non-IFRS / non-GAAP financial metrics (1/2)
Reconciliation of non-IFRS / non-GAAP financial metrics (1/2) 28 Profit to Adjusted EBITDA reconciliation 2024P 2023 Profit for the period 283 281 Income taxes 64 65 Profit before tax 347 346 Depreciation 118 127 Amortization 45 49 Impairment reversal 3 1 (Loss) / gain on disposal of non-current ass
Slide 29: Reconciliation of non-IFRS / non-GAAP financial metrics (2/2)
Reconciliation of non-IFRS / non-GAAP financial metrics (2/2) 29 N o te s : 1. Right-of-use Adjusted EBITDA margin reconciliation 2024P 2023 Total operating revenues 919 915 Profit for the period 283 281 Profit margin 31% 31% Adjusted EBITDA 515 538 Adjusted EBITDA margin 56% 59% CAPEX excl. license
Slide 30: Additional financial information
Additional financial information 30 N o te s : 1. 2025 Notes at VEON Holdings and accrued interest on 2025 Notes that are expected to be repaid before closing of the business combination 2. Estimated cash amount to be spent on the repayment of 2025 Notes (incl. accrued interest) Debt 2024P 2023 Bond
Slide 31: Risks related to the business and industry of Kyivstar (1/3)
Risks related to the business and industry of Kyivstar (1/3) 31 Risks Related to the War in Ukraine • Our network infrastructure, equipment, systems and other assets are subject to disruption, damage and failure as a result of the war. • We have experienced, and may continue to experience, disruptio
Slide 32: Risks related to the business and industry of Kyivstar (2/3)
Risks related to the business and industry of Kyivstar (2/3) 32 Risks Related to our Operations • The international economic environment, inflationary pressures, geopolitical developments and unexpected global events could cause our business to decline. • We have experienced and are continually expo
Slide 33: Risks related to the business and industry of Kyivstar (3/3)
Risks related to the business and industry of Kyivstar (3/3) 33 Risks Related to Regulatory and Legal Matters • The telecommunications industry is a highly regulated industry, and we are subject to an extensive variety of laws and operate in an uncertain judicial and regulatory environment, which ma