28 May 2020
Notice of the 2020 Annual General meeting of shareholders of VEON Ltd.
It is a pleasure to invite you to the 2020 Annual General Meeting of Shareholders (the “2020 AGM”) of VEON Ltd. (“VEON” or the “Company”). The board of directors of the Company (the “Board”) has resolved that the 2020 AGM will be held on Monday, 1 June 2020 at 11.00 am Central European Time at Claude Debussylaan 88, 1082 MD Amsterdam, The Netherlands. Only the holders of record of VEON shares (“Shareholders”) at the close of business on 1 May 2020, the record date for the 2020 AGM, are entitled to vote at the 2020 AGM under Bermuda law and the 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 2019;
- Re-appointment of PricewaterhouseCoopers Accountants N.V. (“PwC”) as auditor of the Company for a term expiring at the conclusion of the 2021 Annual General Meeting of Shareholders of the Company and authorisation of the Board to determine the remuneration of the auditor;
- Election of individual directors to the Board; and
- Any other business which may properly come before the meeting or any adjournment of the meeting.
The formal notice of the 2020 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 2019 (prepared in accordance with IFRS) appear on the Investors page of the Company’s website at www.veon.com.
At the 2020 AGM, the affirmative vote of a simple majority of the votes cast will be required to re-appoint PwC as the Company’s auditor to hold office until the conclusion of the 2021 Annual General Meeting of Shareholders of the Company and authorise the Board to determine the remuneration of the auditor.
Voting on the election of directors at the 2020 AGM will be by way of cumulative voting and information about the cumulative voting procedure is provided on page 8 of this document. Each shareholder will have 12 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 2020 AGM. In light of the social distancing requirements implemented in response to the Covid-19 pandemic (the “Covid-19 Restrictions”), eligible Shareholders who wish to attend the meeting in person may only do so electronically, in accordance with bye-law 31.1 of the VEON bye-laws. Further details of such electronic participation will be forwarded to eligible Shareholders in due course. Owing to the Covid-19 Restrictions, Shareholders who seek to attend the 2020 AGM in person will be turned away for security reasons, as permitted under bye-law 31.2 of the VEON bye-laws. If you have any questions, you may contact Nik Kershaw at +31 (0)20 79 77 200 or email@example.com.
Information regarding the resolutions to be proposed at the 2020 AGM is set out on pages 8 and 9 of this document. We encourage you to read that information carefully.
The Board recommends that Shareholders vote in favour of the proposal for the re-appointment of PwC as the Company’s auditor.