Group 1 - VEON Ltd. has completed the reorganization of VEON Holdings B.V. and finalized its consent solicitation process, facilitating a business combination with Cohen Circle Acquisition Corp. I, leading to Kyivstar Group Ltd. listing on Nasdaq under the ticker symbol KYIV [1][2] - The reorganization involved a legal demerger in the Netherlands, focusing VEON Holdings B.V. solely on Kyivstar and related assets, while other core businesses were transferred to newly formed Dutch entities [2] - VEON secured approval from 95.83% of its 2027 bondholders to transfer the issuer from VEON Holdings B.V. to VEON MidCo B.V., with unanimous support at a meeting held on January 30, 2025 [3] Group 2 - VEON operates across six countries, providing connectivity and digital services to nearly 160 million customers, contributing to economic growth through technology-driven services [4] - Kyivstar, as Ukraine's largest digital operator, serves over 23 million mobile subscribers and 1.1 million Home Internet fixed line customers, and has committed to invest USD 1 billion into the Ukrainian economy from 2023 to 2027 [5] - Kyivstar has allocated over UAH 2 billion in the past two years to support Ukraine during wartime, including assistance for the Armed Forces and social projects [5]

Core Points - VEON Ltd. has scheduled its 2025 Annual General Meeting of Shareholders for May 8, 2025, with a record date set for March 31, 2025 [1] - The Board has recommended the re-election of seven current Board members, including five nominees from shareholders holding over 5% of the issued share capital [2] - The AGM agenda includes the re-appointment of UHY LLP as the external auditor for the financial year ending December 31, 2025, and the presentation of the audited financial statements for the year ended December 31, 2024 [3] Company Overview - VEON is a digital operator providing connectivity and digital services to nearly 160 million customers across six countries, representing over 7% of the world's population [5]

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Core Viewpoint - VEON Ltd. announces the acquisition of Uklon group, a leading Ukrainian ride-hailing and delivery platform, by its subsidiary Kyivstar, marking an expansion into digital consumer services and reinforcing confidence in Ukraine's digital growth potential [1][4][7]. Company Overview - VEON is a global digital operator serving nearly 160 million customers across six countries, focusing on technology-driven services that empower individuals and drive economic growth [9]. - Kyivstar is Ukraine's largest digital operator, with over 23 million mobile subscribers and more than 1.1 million Home Internet fixed line customers as of December 2024 [10]. - Uklon, founded 15 years ago, is the largest ride-hailing player in Ukraine, operating in 27 cities and uniting over 100,000 driver-partners [2][11]. Acquisition Details - Kyivstar will acquire 97% of Uklon shares for a total consideration of USD 155.2 million, with Uklon CEO Serhii Hryshkov expected to remain in his position [3]. - The acquisition is subject to customary closing conditions and approvals [3]. Strategic Importance - The acquisition is seen as a strategic investment in Ukraine's digital economy, complementing Kyivstar's existing digital services such as Helsi and KyivstarTV [4]. - Uklon has facilitated over 100 million rides and more than 3 million deliveries in 2024, indicating its significant market presence [2]. Future Prospects - VEON plans to explore the expansion of Uklon's capabilities beyond Ukraine and Uzbekistan, leveraging its digital operators in Kazakhstan, Pakistan, and Bangladesh [4]. - VEON has committed to investing USD 1 billion in Ukraine's digital future between 2023 and 2027, including partnerships to enhance connectivity [7]. Market Position - Uklon is recognized as a technology pioneer in ride-hailing and has successfully entered the delivery business, showcasing rapid organic development [6]. - The acquisition is expected to enhance Kyivstar's ability to offer digital experiences to millions of Ukrainians [5].

Core Viewpoint - VEON Ltd. and Cohen Circle Acquisition Corp. I have signed a business combination agreement that will lead to the listing of JSC Kyivstar on the Nasdaq Stock Market, marking a significant milestone for Ukraine's economic future and providing international investors with access to the Ukrainian market [1][4][5]. Company Overview - Kyivstar is Ukraine's largest digital operator, serving over 24 million customers with fixed and mobile communication services [8][10]. - The company has a strong consumer digital service portfolio, including a healthcare platform with over 28 million registered patients and a streaming platform with 2 million monthly active users [8]. - Kyivstar plans to invest USD 1 billion into new telecom technologies in Ukraine from 2023 to 2027 [10]. Business Combination Details - Following the business combination, Kyivstar Group will be listed on Nasdaq under the ticker symbol KYIV, with VEON retaining a minimum of 80% ownership [2]. - The transaction assigns a pro-forma valuation of USD 2.21 billion to Kyivstar at closing [8]. - The business combination is expected to close in Q3 2025, pending shareholder approval and customary closing conditions [2][20]. Management Commentary - VEON's Chairman emphasized that Kyivstar's listing will be a defining moment for Ukraine's economic future and a unique opportunity for global investors [4]. - The CEO of VEON highlighted Kyivstar's strong financial profile and governance structure, which are expected to attract international investors [5]. - Kyivstar's CEO noted the company's resilience during the war and its commitment to rebuilding Ukraine's infrastructure [6]. Advisors - Rothschild & Co is acting as the lead financial advisor to VEON, while BTIG, LLC and Cantor Fitzgerald & Co. are also involved as capital markets advisors [9].