VEON and Cohen Circle Secure Investor Commitments for Kyivstar Listing

10 Jul 2025

VEON and Cohen Circle Secure Investor Commitments for Kyivstar Listing Kyiv, New York, Dubai, and Philadelphia - July 10, 2025 - VEON Ltd. (Nasdaq: VEON) ( VEON ), a global digital operator, and Cohen Circle Acquisition Corp. I ( Cohen Circle ), a special purpose acquisition company (Nasdaq: CCIR), today announce the execution of non-redemption agreements ( NRAs ) totaling approximately USD 52.3 million with accredited institutional investors, including Helikon and Clearline. These commitments cover approximately 5.05 million CCIR Class A shares, securing the minimum USD 50 million cash condition for the proposed business combination of Kyivstar Group Ltd ( Kyivstar Group ) and Cohen Circle (the Business Combination ).

The closing of the Business Combination is expected to occur during the third quarter of 2025 and is subject to the approval of Cohen Circle's shareholders and other customary closing conditions. Upon completion of the Business Combination, Kyivstar Group is expected to be listed on the Nasdaq Stock Market ( Nasdaq ) under the ticker symbol KYIV.

We are pleased to see the level of investor support for the listing of Kyivstar Group, said Kaan Terzioglu, VEON Group CEO. We look forward to completing the business combination and introducing Kyivstar Group as the first pure-play Ukrainian company to be publicly listed on a U.S. stock exchange.

Betsy Cohen, Chairman and CEO of Cohen Circle Acquisition Corp. I., added, The caliber of investors participating in these agreements further validates our strong conviction in Kyivstar Group's long-term potential, and highlights the investment case for this robust success story from Ukraine.

Cohen Circle's units, Class A ordinary shares and warrants are listed on the Nasdaq under the ticker symbols CCIRU, CCIR and CCIRW, respectively.

About Kyivstar Group

Kyivstar Group operates Ukraines leading digital operator, serving more than 23 million mobile customers and over 1.1 million home internet fixed line customers as of December 31, 2024. Kyivstar Group and its subsidiaries provide services across a wide range of mobile and fixed line technologies, including 4G, big data, cloud solutions, cybersecurity, digital TV, and more. VEON, together with Kyivstar Group, intends to invest USD 1 billion in Ukraine during 2023-2027, through social investments in infrastructure and technological development, charitable donations and strategic acquisitions. Kyivstar Group and its subsidiaries have been operating in Ukraine for more than 27 years. For more information, visit: www.kyivstar.ua.

About VEON

VEON is a digital operator that provides converged connectivity and digital services to nearly 160 million customers. Operating across six countries that are home to more than 7% of the world's population, VEON is transforming lives through technology-driven services that empower individuals and drive economic growth. VEON is listed on Nasdaq. For more information, visit: www.veon.com.

About Cohen Circle

Cohen Circle Acquisition Corp. I is a special purpose acquisition company sponsored by investment firm Cohen Circle, LLC and formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more technology and/or financial services businesses. Cohen Circle's units, Class A ordinary shares and warrants are listed on Nasdaq under the symbols CCIRU, CCIR and CCIRW, respectively.

No Offer or Solicitation

This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the Business Combination. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

THE DISSEMINATION, PUBLICATION OR DISTRIBUTION OF THIS COMMUNICATION IS PROHIBITED IN ANY JURISDICTION WHERE IT WOULD CONSTITUTE A VIOLATION OF THE RELEVANT APPLICABLE LAW.

Additional Information and Where to Find It

Kyivstar Group Ltd. and VEON Holdings B.V. have filed on June 5, 2025 a registration statement on Form F-4 (File No. 333-287802) (as may be amended from time to time, the Registration Statement) as co-registrants that includes a preliminary proxy statement/prospectus of Cohen Circle and a preliminary prospectus of Kyivstar Group. When available, Cohen Circle will mail a definitive proxy statement/prospectus relating to the business combination and other relevant documents to its shareholders. This communication does not contain all the information that should be considered concerning the business combination and is not intended to provide the basis for any investment decision or any other decision in respect of the business combination. VEON, Cohen Circle and Kyivstar Group may also file other documents regarding the business combination with the SEC. Cohen Circle's shareholders and other interested persons are advised to read, when available, the Registration Statement, the proxy statement/prospectus and other documents filed in connection with the business combination, as these materials will contain important information. Investors and shareholders will be able to obtain free copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed or will be filed with the SEC by Cohen Circle through the website maintained by the SEC website at www.sec.gov or by directing a written requ

LINK:	https://www.veon.com/newsroom/press-releases/veon-and-cohen-circle-sec...
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