KYIV

Business Context and Reporting Period

Kyivstar Group Ltd. (KYIV) is a Bermuda-incorporated telecommunications and digital holding company, operating primarily through its Ukrainian subsidiary, JSC Kyivstar. The company provides mobile and fixed-line connectivity, as well as digital services including ride-hailing (Uklon), e-health (Helsi), and digital TV. This Form 20-F covers the fiscal year ended December 31, 2025. The company became a public entity via a SPAC merger with Cohen Circle Acquisition Corp. I, commencing trading on Nasdaq on August 15, 2025.

Key Financial Metrics

Note: 2025 results include a one-time non-cash listing expense of $162 million related to the SPAC merger.

Material Changes vs. Prior Period

• Revenue Growth: Revenue increased 25.9% to $1.157 billion, driven by a $136 million increase in telecommunications revenue (due to repricing and the absence of 2024's "customer appreciation" discounts) and a $102 million surge in digital revenue (primarily from the Uklon acquisition).
• Profit Decline: Net profit decreased 56% to $124 million. This was primarily due to the $162 million listing expense and a $52 million swing in net foreign exchange results (from a $39M gain in 2024 to a $13M loss in 2025).
• Debt Reduction: Total debt and derivatives liabilities decreased significantly from $894 million in 2024 to $516 million in 2025. This reflects the repayment of the April 2025 Bonds ($472M) and June 2025 Bonds ($100M) prior to the business combination.
• Acquisitions: The company acquired a 97% stake in Uklon (ride-hailing) for $158 million in April 2025 and SUNVIN 11 LLC (solar power) for $8.24 million in December 2025.

Guidance, Outlook, and Risks

Going Concern Emphasis: The independent auditors (UHY LLP) have included an emphasis of matter paragraph regarding the company's ability to continue as a going concern. While the financial statements are prepared on a going concern basis, the ongoing war in Ukraine, potential for further sanctions, and uncertainty regarding the duration of martial law create material uncertainties.

Key Risks:

• War in Ukraine: Approximately 5% of the combined network remains non-functional due to occupation or damage. The company incurred $34 million in war-related costs (security, fuel, batteries) in 2025. War risk insurance is no longer available for operations in Ukraine.
• Sanctions and Nationalization: Risks include potential nationalization of assets, restrictions on upstreaming dividends from Ukraine, and reputational harm linked to the ultimate beneficial owners of the majority shareholder (VEON/LetterOne).
• Cybersecurity: The company remains a target for cyberattacks, following a significant disruption in December 2023.
• Regulatory: Ukraine joined the EU "Roam Like at Home" area on January 1, 2026, which is expected to reduce revenue from international mobile termination rates.

Outlook: Management intends to invest $1 billion in Ukraine between 2023 and 2027 (a shared initiative with VEON) focusing on network resilience, digitalization, and M&A. The company launched a 5G pilot in Lviv in January 2026 and Starlink Direct-to-Cell connectivity in late 2025.

Investor Verification Checklist

• Going Concern Status: Verify the specific conditions and management plans detailed in Note 1 of the financial statements regarding the "substantial doubt" raised by auditors.
• Dividend Restrictions: Confirm current Ukrainian martial law restrictions on the upstreaming of dividends and foreign currency transfers, which currently limit the ability to pay dividends to shareholders.
• Listing Expense Impact: Assess the impact of the $162 million one-time listing expense on 2025 profitability and its non-recurring nature for future periods.
• Debt Structure: Review the indemnity agreement with VEON Amsterdam regarding the "Old Bonds" (legacy debt) to understand the extent of Kyivstar Group's actual liability versus VEON's obligation.
• Acquisition Integration: Monitor the integration and performance contribution of the Uklon acquisition, which drove significant digital revenue growth in 2025.