14 Jun 2018
Notice of the 2018 Annual General meeting of shareholders of VEON Ltd.
It is a pleasure to invite you to the 2018 Annual General Meeting of Shareholders (the “2018 AGM”) of VEON Ltd. (“VEON” or the “Company”). The supervisory board of the Company (the “Supervisory Board”) has resolved that the 2018 AGM will be held on Monday, 30 July 2018 at 11.00 am Central European Time at Claude Debussylaan 88, 1082 MD Amsterdam, The Netherlands. Only the holders of record of VEON shares at the close of business on 1 June 2018, the record date for the 2018 AGM, are entitled to vote at the 2018 AGM under Bermuda law and the existing Bye-laws of the Company.
The agenda of the meeting is as follows:
- Receipt by shareholders of the report of the Company’s auditor and the audited financial statements of
the Company for the financial year ended 31 December 2017;
- Re-appointment of PricewaterhouseCoopers Accountants N.V. (“PwC”) as auditor of the Company for
a term expiring at the conclusion of the 2019 annual general meeting of shareholders of the Company and authorise the Supervisory Board to determine the remuneration of the auditor;
- Cancellation of 909,981,160 authorised but unissued common shares of par value $0.001 each and
305,000,000 authorised but unissued convertible preferred shares of par value $0.001 each in the
capital of the Company;
- Approval of the adoption by the Company of amended and restated Bye-laws (the “Amended and Restated Bye-laws”), in substitution for and to the exclusion of the existing bye-laws;
- Election of individual directors to the Supervisory Board; and
- Any other business which may properly come before the meeting or any adjournment of the meeting.
The formal notice of the 2018 AGM is set out on pages 4 to 9 of this document.
The report of the auditor and the financial statements of the Company for the financial year ended 31 December 2017 (prepared in accordance with IFRS) appear on the Investor Relations page of the Company’s website at www.veon.com.
At the 2018 AGM, the affirmative vote of a simple majority of the votes cast will be required to: (i) re-appoint PwC as the Company’s auditor to hold office until the conclusion of the 2019 annual general meeting of shareholders of the Company and authorise the Supervisory Board to determine the remuneration of the auditor; and (ii) cancel 909,981,160 authorised but unissued common shares and 305,000,000 authorised but unissued convertible preferred shares of par value $0.001 each in the capital of the Company.
The affirmative vote of shareholders holding not less than 75 per cent of the votes cast will be required to approve the resolution to adopt the Amended and Restated Bye-laws.
Voting on the election of directors will be by way of cumulative voting and information about the cumulative voting procedure is provided on page 9 of this document. Each shareholder will have 11 votes for each share they hold in the Company to allocate for the election of directors. Please see the proxy form enclosed with this Notice for further information on how to vote your shares in the Company for the election of directors.
VEON shareholders are requested to complete and return the proxy form or voting instruction form (as relevant to how your shares are held) to ensure that their shares will be represented at the 2018 AGM. If you have any questions, you may contact Remco Vergeer at +31621187402 or email@example.com. Information regarding the resolutions to be proposed at the 2018 AGM is set out on pages 8 and 9 of this document. We encourage you to read that information carefully.
The Supervisory Board recommends that shareholders vote in favour of the proposal for the re-appointment of PwC as the Company’s auditor, the proposal to cancel unissued shares in the capital of the Company and the proposal to adopt the Amended and Restated Bye-laws.