NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
Kyivstar Group Ltd.
Principal Office address: Unit 517, Level 5, Index Tower
Dubai International Financial Centre (DIFC)
United Arab Emirates
Tuesday 12 May 2026, at 12:00 pm Gulf Standard Time
Dear Shareholder,
It is a pleasure to invite you to the 2026 Annual General Meeting of Shareholders (the “2026 AGM”) of Kyivstar Group Ltd. (“KGL” or the “Company”). The board of directors of the Company (the “Board”) has resolved that the 2026 AGM will be held via video-conference on Tuesday 12 May 2026 at 12.00pm Gulf Standard Time. The formal Notice convening the 2026 AGM is set out on pages 4 to 5 of this document. The record date for the 2026 AGM has been set as 13 April 2026. Under Bermuda law and the amended and restated bye-laws of the Company adopted on 13 August 2025 (“Bye-laws”), only the registered holders of record of KGL common shares (“Shareholders”) at the close of business on the record date are entitled to vote at the 2026 AGM.
Shareholder engagement is important to us. If you have any questions regarding this Notice, the 2026 AGM, you may contact via email : pr@kyivstar.net. Shareholders will also be able to raise questions electronically at the meeting itself. Further information regarding the resolutions to be proposed at the 2026 AGM is set out on page 8 and 9 of this document. We encourage you to read this information and the summary biographies of all candidates outlined https://investors.kyivstar.ua carefully.
As permitted by our Bye-laws, the 2026 AGM will be held by electronically as a virtual meeting only, with Shareholders and other attendees able to communicate electronically with each other simultaneously and instantaneously as permitted under Bye-law 31.1. A voting proxy will be sent to all Shareholders of record as at 13 April 2026, the record date for the 2026 AGM.
The agenda of the meeting is as follows:
- Approval of the adoption by the Company of a restated Bye-law 56.3 (“Bye-law 56.3”) in the form set out in the Notice of 2026 AGM;
- Approval of the appointment of UHY LLP (“UHY”), as auditor (“Auditor”), to audit the consolidated financial statements of the Company for the financial year ended 31 December 2026 and confirming the authority of the directors to formalize the engagement and fix the remuneration of UHY as Auditor;
- Election of individual directors to the Board, as further described below; and
- Any other business which may properly come before the meeting or any adjournment of the meeting.
The affirmative vote of Shareholders holding not less than 66 2/3% of the votes cast is required to approve the adoption of the new Bye-law 56.3 (the “Bye-law Amendment”). The appointment of UHY LLP as Auditor and confirming the authority of the Board to fix the remuneration of the Auditor requires a simple majority of more than 50 per cent of the votes cast (the “Auditor Appointment”). Voting on the election of all directors at the 2026 AGM will be by way of cumulative voting and information about the cumulative voting procedure is provided on page 10 of this document.
Shareholders will be asked to allocate 10 votes for each share registered in their name amongst the candidates seeking election as directors at the 2026 AGM.
The Board, in conjunction with the recommendations of the Nomination Committee, has proposed all 10 current members of the Board for re-election as directors of the Company at the 2026 AGM. The proposals to re-appoint directors to the Board at the 2026 AGM are incorporated as voting proposals 3.1 through 3.10 in the below notice of 2026 AGM (the “Notice”).
KGL Shareholders are requested to complete and return their voting proxy form [enclosed with this Notice] to ensure that their shares are represented at the 2026 AGM.
The Board recommends that Shareholders allocate their votes FOR the adoption of New Bye-law 56.3, FOR the Auditor Appointment, and FOR each of the 10 candidates seeking re-election to the Board. The Board believes that these recommendations are in the best interest of both the Company and its shareholders as a whole.
Thank you for your ongoing support of KGL.
Yours sincerely,
Kaan Terzioğlu
Executive Chairman