Notice of the 2024 Annual General Meeting of Shareholders of VEON Ltd.

Dear Shareholder,

It is a pleasure to invite you to the 2024 Annual General Meeting of Shareholders (the “2024 AGM”) of VEON Ltd. (“VEON” or the “Company”). The board of directors of the Company (the “Board”) has resolved that the 2024 AGM will be held via video-conference on Friday, 31 May 2024 at 1.00 pm Central European Summer Time. The formal Notice convening the 2024 AGM is set out on pages 4 to 5 of this document. The record date for the 2024 AGM has been set as 25 April 2024.  Under Bermuda law and the bye-laws of the Company adopted on 10 June 2021, as amended by special resolutions passed 29 June 2023 (“Bye-laws”), only the registered holders of record of VEON common shares (“Shareholders”) at the close of business on the record date are entitled to vote at the 2024 AGM.

Shareholder engagement is important to us.  If you have any questions regarding this Notice, the 2024 AGM, the shareholder requisitions (as described below) you may contact Faisal Ghori at ir@veon.com.  Shareholders will also be able to raise questions electronically at the meeting itself.  Further information regarding the resolutions to be proposed at the 2024 AGM is set out on page 8 and 9 of this document and page 3 of this document includes a statement in support of the director candidates (“Board-Approved Candidates”). We encourage you to read this information and the summary biographies of all candidates outlined in Appendix 1 carefully.

To maximise possible participation from our global investor base, and to mitigate risks associated with the ongoing geopolitical situation, the 2024 AGM will be held virtually, with Shareholders and other attendees able to communicate electronically with each other simultaneously and instantaneously as permitted under Bye-law 31.1.  Further details of electronic participation will be forwarded to eligible Shareholders in due course. 

The agenda of the meeting is as follows:

1. Approval of the adoption by the Company of a restated Bye-law 3 (“Bye-law 3”) in the form set out in the Notice of 2024 AGM; 

2. Approval of the adoption by the Company of a restated Bye-law 31.1 (“Bye-law 31.1”) in the form set out in the Notice of 2024 AGM;

3. Ratification of the appointment of PriceWaterhouseCoopers Accountants N.V. as auditor to prepare financial statements for the Company for the financial year ended 31 December 2023 in compliance with International Standards on Auditing (“PWC”) and confirming the authority of the directors to formalize the engagement and fix the remuneration of PWC and such other audit firms as shall be necessary for compliance with law and regulation applicable to the Company; 

4. Election of individual directors to the Board, including (in accordance with section 79 of the Companies Act 1981 (as amended) (the “Act”)) the Shareholder-proposed resolutions, as further described below; and

5. Any other business which may properly come before the meeting or any adjournment of the meeting.

At this time and owing to circumstances beyond the control of the Company, we intend to lay the unaudited financial statements of the Company for the financial year ended 31 December 2023 before Shareholders at the 2024 AGM.  The delivery of the 2023 audited financial statements has been delayed by ongoing external factors resulting from the substantial changes to the Company’s asset portfolio during 2023.  Client acceptance procedures at candidate audit firms are in progress for the appointment of an auditor for the financial year ending 31 December 2024, and the Board intends to convene a special general meeting for the purposes of laying audited 2023 financial statements and for the appointment of the auditor for the financial year ending 31 December 2024, in due course. 

The affirmative vote of Shareholders holding not less than 75 per cent of the votes cast is required to approve the adoption of the new Bye-law 3, and Bye-law 31.1 (together, the “Bye-law Amendments”).  The ratification of the appointment of PriceWaterhouseCoopers Accountants NV 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 Ratification”).  Voting on the election of all directors at the 2024 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 7 votes for each share registered in their name amongst the candidates seeking election as directors at the 2024 AGM.  Holders of record of ADSs (as defined below) will receive voting instructions from the depositary, noting always that each such ADS represents 25 VEON common shares.  

The Board, in conjunction with the recommendations of the Remuneration and Governance Committee, has proposed 7 candidates for appointment as directors of the Company at the 2024 AGM and includes candidates also proposed by statutory requisition notices as detailed below. The proposals to appoint directors to the Board at the 2024 AGM are incorporated as voting proposals 4 through 10 in the below notice of 2024 AGM (the “Notice”).

in connection with the appointment of directors at the 2024 AGM, the Company received statutory requisition notices from BNY (Nominees) Ltd. (“BNY”), the registered holder of common shares represented by American Depositary Shares (“ADSs”), and from L1T VIP Holdings S.à.r.l. (“L1”), also a registered holder of common shares. 

The BNY requisition notice was delivered at the request of certain investors beneficially holding, in aggregate, 6.25% of our issued share capital.  The L1 request represents a registered shareholding in excess of 10.27% of our issued share capital.  In accordance with the Bye-laws and the relevant statutory provisions set out in the Act, registered shareholder(s) holding in excess of five per cent of the issued common share capital of VEON may propose resolutions to be tabled at the 2024 AGM. 

The BNY shareholder requisitions proposed the addition of Augie K. Fabela II, and Michael R. Pompeo to the slate of directors seeking appointment at the 2024 AGM. The L1 shareholder requisitions proposed the addition of Brandon Lewis, Andrei Gusev and Duncan Perry. 

VEON Shareholders are requested to complete and return the proxy form enclosed with this Notice or the voting instruction form from the depositary (as relevant to how your shares are held) to ensure that their shares or ADSs are represented at the 2024 AGM.  

The Board recommends that Shareholders allocate their votes FOR the adoption of New Bye-law 3 and New Bye-law 31.1, FOR the Auditor Appointment Ratification, and FOR each of the 7 candidates seeking 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 VEON.

Yours sincerely,

Morten Lundal
Chairman