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
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
Slide 4: Cohen Circle: Industry leading sponsors with an outstanding team
4 Cohen Circle: Industry leading sponsors with an outstanding team 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 First Data of $15.00 per shar
Slide 5: Today's presenters
5 Today’s presenters • Served as CEO of GroupM (large user acquisition marketing company) • Forbes #1 CEO in Ukraine (2020) Oleksandr Komarov CEO (since 2018) • Served as CEO of Beeline (Kazakhstan subsidiary of VEON) • 20+ years with VEON group • Held several senior finance roles at VEON group comp
Slide 6: Invest in Kyivstar – Invest in Ukraine
6 Invest in Kyivstar – Invest in Ukraine Scarcity value Expected to be the only purely Ukrainian investment opportunity to be publicly listed in the U.S. 5 Leading digital operator, one of the most recognizable national brands 1 and proven leader in Ukraine’s digital infrastructure National Champion
Slide 7: Kyivstar at a glance
Kyivstar at a glance Leading market positions with ambitious expansion opportunities in digital 7 Telecom business Digital Leading Ukrainian mobile communication provider, offering voice, data and IoT 1 solutions Leading Ukrainian mobile communication provider, offering voice, data and IoT 1 solutio
Slide 8: Why do we win?
Why do we win? Technological leadership and complementary product offerings reinforce Kyivstar’s market leadership 2024 : Agreement with Starlink to introduce ground - breaking direct - to - cell satellite connectivity in Ukraine Continued focus and investment in network quality KPI 2024 Kyivstar re
Slide 9: Consistent growth in monthly ARPU driven by multiplay penetration
2.1 3.1 3.5 4.1 2020 2021 2022 2023 2024 75 85 95 107 121 2020 2021 2022 2023 2024 Consistent growth in monthly ARPU 1 … Driven by multiplay penetration 2 and superior service quality 9 8% 13% 15% 18% 29% 6.1 Multiplay as a % of total users 2 Monthly ARPU (period - avg), UAH Source: VEON, Kyivstar N
Slide 10: ARPU growth potential on the back of Ukraine's economic recovery
Source: GSMA, IMF N o te s : 1. Estimated as average of Q1 - Q3 2024 monthly ARPU across all MNOs in selected countries as per GSMA (in US$) 2. 2024 International Monetary Fund (IMF) estimate, per IMF October 2024 WEO database 3. Represents Kyivstar - identified potential opportunity for Kyivstar AR
Slide 11: Fixed broadband market in Ukraine
11 Source: State Statistics Committee, NCEC official reports N o te s : 1. After acquisition of Volia by Lifecell official reports 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 5. 3. The four previously largest playe
Slide 12: Leveraging our loyal subscriber base with digital products and services
12 Leveraging our loyal subscriber base with digital products and services Strong growth with low customer acquisition costs Big Data & AdTech platform 2.0 m mobile & fixed users 6.2 m app MAU 1 0.1 m B2B end users (licenses) 0.9 m apps MAU 1 Real - time kinematic 2 , Cybersecurity, IoT platform, Di
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
14 Uklon’s acquisition strengthens Kyivstar’s digital strategy Kyivstar to acquire 97% of Ukraine’s leading ride - hailing and delivery platform for $155m 1 Source: VEON, Kyivstar, Uklon management Notes: 1. Transaction subject to the satisfaction of certain closing conditions • Cross - selling oppo
Slide 15: Financial performance overview
19.7 20.7 2023 2024 33.5 2023 2024 15 Financial performance overview Kyivstar Group’s financials show resilient performance N o te s : 1. Translated to US$ 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 16: Growth strategy and management priorities
Growth strategy and management priorities 16 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 17: Invest in Kyivstar – Invest in Ukraine
17 Invest in Kyivstar – Invest in Ukraine Kyivstar is a major social sponsor, investor and top - rated employer in Ukraine 1 Kyivstar committed to invest US$ 1bn in Ukraine from 2023 - 2027 1 Roaming and Interconnect Development of roaming and international interconnect businesses generating cash in
Slide 18: The impact of the war and our response
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 18 3. Actual GDP growth for 2023 and the International
Slide 19: Highly experienced and well-motivated team across all verticals
Highly experienced and well - motivated team in - place across all verticals 19 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 emp
Slide 20: Strong governance as a subsidiary of Nasdaq-listed VEON
As a subsidiary of Nasdaq - listed VEON, Kyivstar has operated with strong governance 20 Current Kyivstar Supervisory Board Robust governance practices driven by VEON Kaan Terzioglu Dmytro Shymkiv Chairman of Kyivstar Board CEO of VEON Board member Office of the President of Ukraine Former Deputy Ch
Slide 21: 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 22: Attractive valuation relative to peers
3.6x 8.0x 4.9x 5.5x 8.0x 4.8x 6.8x ~2.8x 4.8x 4.7x 7.7x 4.6x 5.0x 7.7x 3.9x 3.8x 9.2x 8.9x 8.6x 8.1x 7.8x 7.3x 4.3x 6.3x 6.0x 6.4x 6.2x 6.4x 5.5x 5.1x Attractive valuation relative to peers 22 2024 - 2025 EV / EBITDA 1 Sources: FactSet (as of 19 March 2025) calendarised to Dec YE, Equity analyst res
Slide 23: Transaction overview: pro forma valuation, ownership and sources & uses
Pro forma valuation Transaction overview Valuation, ownership and sources & uses 23 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 $15 within 2 years of closing an
Slide 24: Appendix
wis an ee KYIVSTAR Appendix
Slide 25: Combined income statement
25 Combined income statement For the year ended December 31 2023 2024P (In millions of U.S. dollars) 911 915 Service revenues 4 4 Other revenues 915 919 Total operating revenues 1 1 Other operating income (94) (100) Service costs (284) (305) Selling, general and administrative expenses (127) (118) D
Slide 26: Combined statement of financial position (1/2)
26 Combined statement of financial position (1/2) as of December 31 2023 2024P (In millions of U.S. dollars) Assets Non - current assets 597 624 Property and equipment 272 297 Intangible assets 343 - Loan receivable from VEON Amsterdam - 115 Investments and derivatives 67 80 Other assets 1,279 1,116
Slide 27: Combined statement of financial position (2/2)
27 Combined statement of financial position (2/2) as of December 31 2023 2024P (In millions of U.S. dollars) Net investment and liabilities Net investment 887 1,222 Net investment attributable to equity owners of the parent 887 1,222 Total net investment Non - current liabilities 815 225 Debt and de
Slide 28: Combined statement of cash flows (1/2)
28 Combined statement of cash flows (1/2) For the year ended December 31 2023 2024P (In millions of U.S. dollars) Operating activities 346 347 Profit before tax Non - cash adjustments to reconcile profit before tax to net cash flows 177 168 Depreciation, amortization and impairment loss (2) (1) (Los
Slide 29: Combined statement of cash flows (2/2)
29 Combined statement of cash flows (2/2) For the year ended December 31 2023 2024P (In millions of U.S. dollars) Investing activities (96) (162) Purchase of property, plant and equipment (47) (86) Purchase of intangible assets (52) (13) Payments on deposits 13 (2) (Outflows) / Inflows on loans gran
Slide 30: Reconciliation of non-IFRS / non-GAAP financial metrics (1/2)
Reconciliation of non - IFRS / non - GAAP financial metrics (1/2) 30 2023 2024P Profit to Adjusted EBITDA reconciliation 281 283 Profit for the period 65 64 Income taxes 346 347 Profit before tax 127 118 Depreciation 49 45 Amortization 1 3 Impairment reversal (2) 1 (Loss) / gain on disposal of non -
Slide 31: Reconciliation of non-IFRS / non-GAAP financial metrics (2/2)
Reconciliation of non - IFRS / non - GAAP financial metrics (2/2) 31 N o te s : 1. Right - of - use 2023 2024P Adjusted EBITDA margin reconciliation 915 919 Total operating revenues 281 283 Profit for the period 31% 31% Profit margin 538 515 Adjusted EBITDA 59% 56% Adjusted EBITDA margin 2023 2024P
Slide 32: Additional financial information
Additional financial information 32 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) 2023 2024P Debt 597
Slide 33: Risks related to the business and industry of Kyivstar (1/3)
Risks related to the business and industry of Kyivstar (1/3) 33 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 34: Risks related to the business and industry of Kyivstar (2/3)
Risks related to the business and industry of Kyivstar (2/3) 34 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 exposed
Slide 35: Risks related to the business and industry of Kyivstar (3/3)
Risks related to the business and industry of Kyivstar (3/3) 35 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 may