Slide 1: Investor Presentation: The Leading Ukrainian Digital Operator
Investor Presentation The Leading Ukrainian Digital Operator June 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
Slide 3: Disclaimer
Disclaimer 3 This presentation includes trademarks, tradenames and service marks, certain of which belong to us and others that are the property of other organizations . Solely for convenience, trademarks, tradenames and service marks referred to in this presentation appear without the ®, TM and SM
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 Notes: 1. Reflects Adjusted EBITDA of 2024 minus Adjusted EBITDA of Q1’24 plus Adjusted EBITDA of Q1’25 2. Return on units based on acquisition consideration paid by First Data of $15.00 per share of CCN
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 pure play Ukrainian investment opportunity to be publicly listed in the U.S. 5 Scarcity value Leading digital operator, one of the most recognizable national brands 1 and proven leader in Ukraine’s digital infrastructure National Champ
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 IoT 1 solutions A leading provider of high - speed internet and reliable voice communication 2 One of U
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 re
Slide 9: Consistent growth in monthly ARPU
2.1 3.1 3.5 4.1 6.1 4.3 6.1 2020 2021 2022 2023 2024 Q1'24 Q1'25 75 85 95 107 121 91 141 2020 2021 2022 2023 2024 Q1'24 Q1'25 Consistent growth in monthly ARPU 1 … Driven by multiplay penetration 2 and superior service quality 9 8% 13% 15% 18% 29% Multiplay as a % of total users 2 Monthly ARPU (peri
Slide 10: Substantial ARPU growth potential on Ukraine's economic recovery
14.8 13.9 13.0 12.7 12.0 12.0 11.0 10.9 10.6 10.1 8.8 6.0 3.2 3.0 Slovenia Hungary Croatia Latvia Estonia Czechia Slovakia Serbia Bulgaria Lithuania Poland Romania Moldova Ukraine Source: GSMA, IMF Notes: 1. Estimated as average of Q1 - Q4 2024 monthly ARPU across all MNOs in selected countries as p
Slide 11: Leadership in Fixed Broadband segment
14.1% 5.4% 4.8% 75.7% #1 Kyivstar #2 Ukrtelecom #3 Volia Other providers Leadership in Fixed Broadband segment 11 Source: State Statistics Committee, NCEC official reports Notes: 1. After acquisition of Volia by Lifecell 2. The four previously largest players acquired comprise of Data Group, Volia,
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 Big Data & AdTech platform 2 .0 m Kyivstar TV registered users 6 .2 m app MAU 1 0.1 m B2B end users (licenses) 1 m partner apps MAU 1 Real - time kinematic 2 , Cybersecurity,
Slide 13: Digital service offerings increase ARPU and customer stickiness
Enables cross - selling to Kyivstar’s existing 24m telecom customers • Adding Uklon and other non - telco apps to our digital portfolio enhances telco offers and we expect will drive upsell • Asset - light platform enables geographical scaling of digital offerings to adjacent markets • Ecosystem sca
Slide 14: Uklon's acquisition strengthens Kyivstar's digital strategy
Uklon’s acquisition strengthens Kyivstar’s digital strategy 14 Kyivstar acquired 97% of Ukraine’s leading ride - hailing and delivery platform for $155m • Cross - selling opportunities expected to enhance multiplay penetration within Kyivstar’s customer base • Margin expansion arising from low custo
Slide 15: Financial performance overview
19.7 20.7 23.0 2023 2024 Q1'25 LTM 33.5 36.9 40.4 2023 2024 Q1'25 LTM 15 Financial performance overview Kyivstar Group’s financials show resilient performance Notes: 1. Q1’25 LTM values calculated as 2024 measures minus corresponding measures for Q1’24 plus corresponding measures for Q1’25. Refer to
Slide 16: Q1 2025 trading update
3.4 2.4 91.4 140.6 Q1'24 Q1'25 +54% 4.3 6.1 Q1'24 Q1'25 3.6 5.8 Q1'24 Q1'25 7.1 10.6 Q1'24 Q1'25 16 Q1 2025 trading update Kyivstar’s financials show a robust start to 2025 Notes: 1. Translated to US$ at period - avg UAH/US$ NBU FX rates: 38.20 (Q1’24), 41.76 (Q1’25), 41.06 (Mar’25 LTM) 2. MAU – Mon
Slide 17: Growth strategy and management priorities
Growth strategy and management priorities 17 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 18: Invest in Kyivstar – Invest in Ukraine
Invest in Kyivstar – Invest in Ukraine 18 Kyivstar is a major social sponsor, investor and top - rated employer in Ukraine 1 Kyivstar and VEON joint intention to invest US$ 1bn in Ukraine from 2023 - 2027 1 Roaming and Interconnect Development of roaming and international interconnect businesses gen
Slide 19: The impact of the war and our response
19 The impact of the war and our response Key war related factors reflected in the performance Key highlights, mitigation measures Notes: 1. Translated to US$ at period - avg UAH/US$ NBU FX rates: 40.16 (2024) 2. Actual GDP growth for 2023 2024 3. State Statistics Service Of Ukraine, National Bank o
Slide 20: Highly experienced and well-motivated team across all verticals
157 231 230 471 561 13 12 8 3,774 3,463 3,225 3,325 3,774 3,636 3,939 4,124 2021 2022 2023 2024 Helsi Kyivstar Tech VEON Holdings B.V. Kyivstar Highly experienced and well - motivated team in - place across all verticals 20 Total FTEs, eop Employee engagement, % 3 Source: Kyivstar, Surveys performed
Slide 21: Strong governance as a subsidiary of Nasdaq-listed VEON
As a subsidiary of Nasdaq - listed VEON, Kyivstar has operated with strong governance 21 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 Presiden
Slide 22: 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 23: Attractive valuation relative to peers
23 Attractive valuation relative to peers 23 2024 - 2025 EV / EBITDA 1 Median: 7.1x Sources: FactSet (as of 30 May 2025) calendarised to Dec YE, Equity analyst research notes Notes: Europe peers include BT, Deutsche Telekom, KPN, Orange, OTE, Proximus, Swisscom, Telecom Italia, Telefonica, Telenor,
Slide 24: Pro forma valuation
Pro forma valuation Transaction overview Valuation, ownership and sources & uses 24 Pro - forma ownership at closing Notes: 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 $15
Slide 25: Appendix
=~” aN ee KYIVSTAR Appendix
Slide 26: Combined income statement
Combined income statement 26 For the periods ended December 31 (2023, 2024) and March 31 (2024 and 2025) 2023 2024 Q1’24 Q1’25 (In millions of U.S. dollars) 911 915 185 254 Service revenues 4 4 1 1 Other revenues 915 919 186 255 Total operating revenues 1 1 - - Other operating income (94) (100) (24)
Slide 27: Combined statement of financial position (1/2)
Combined statement of financial position (1/2) 27 December 31, 2023 December 31, 2024 March 31, 2025 (In millions of U.S. dollars) Assets Non - current assets 597 624 703 Property and equipment 272 297 297 Intangible assets 343 - - Loan receivable from VEON Amsterdam 67 80 61 Other assets 1,279 1,00
Slide 28: Combined statement of financial position (2/2)
Combined statement of financial position (2/2) 28 December 31, 2023 December 31, 2024 March 31, 2025 (In millions of U.S. dollars) Net investment and liabilities Net investment 887 1,080 1,141 Net investment attributable to equity owners of the parent 887 1,080 1,141 Total net investment Non - curre
Slide 29: Combined statement of cash flows (1/2)
Combined statement of cash flows (1/2) 29 For the periods ended December 31 (2023, 2024) and March 31 (2024 and 2025) 2023 2024 Q1’24 Q1’25 (In millions of U.S. dollars) Operating activities 346 347 45 58 Profit before tax Non - cash adjustments to reconcile profit before tax to net cash flows 177 1
Slide 30: Combined statement of cash flows (2/2)
Combined statement of cash flows (2/2) 30 For the periods ended December 31 (2023, 2024) and March 31 (2024 and 2025) 2023 2024 Q1’24 Q1’25 (In millions of U.S. dollars) Investing activities (96) (162) (28) (35) Purchase of property, plant and equipment (47) (86) (11) (19) Purchase of intangible ass
Slide 31: Reconciliation of non-IFRS / non-GAAP financial metrics (1/2)
Reconciliation of non - IFRS / non - GAAP financial metrics (1/2) 31 2023 2024 Q1’24 Q1’25 Q1’25 LTM 1 Profit to Adjusted EBITDA reconciliation 281 283 36 44 291 Profit for the period 65 64 9 14 69 Income taxes 346 347 45 58 360 Profit before tax 127 118 31 31 118 Depreciation 49 45 12 13 46 Amortiz
Slide 32: Reconciliation of non-IFRS / non-GAAP financial metrics (2/2)
Reconciliation of non - IFRS / non - GAAP financial metrics (2/2) 32 Notes: 1. Calculated as measures for 2024 minus corresponding measures for Q1’24 plus corresponding measures for Q1’25; Q1’25 Profit ma rgi n and Adj. EBITDA margin calculated as Q1’25 Profit for the period or Adj. EBITDA (respecti
Slide 33: Additional financial information
Additional financial information 33 Notes: 1. 2025 Notes at VEON Holdings and accrued interest on 2025 Notes that are expected to be repaid before closing of the business com bination 2. Estimated cash amount to be spent on the repayment of 2025 Notes (incl. accrued interest) December 31, 2023 Decem
Slide 34: Risks related to the business and industry of Kyivstar (1/3)
Risks related to the business and industry of Kyivstar (1/3) 34 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, disruptions t
Slide 35: Risks related to the business and industry of Kyivstar (2/3)
Risks related to the business and industry of Kyivstar (2/3) 35 Risks Related to our Operations The international economic environment, inflationary pressures, geopolitical developments and unexpected global events could cau se our business to decline. We have experienced and are continually exposed
Slide 36: Risks related to the business and industry of Kyivstar (3/3)
Risks related to the business and industry of Kyivstar (3/3) 36 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 operat e i n an uncertain judicial and regulatory environment, which ma