24 May 2021
Notice of the 2021 Annual General meeting of shareholders of VEON Ltd.
It is a pleasure to invite you to the 2021 Annual General Meeting of Shareholders (the “2021 AGM”) of VEON Ltd. (“VEON” or the “Company”). The board of directors of the Company (the “Board”) has resolved that the 2021 AGM will be held on Thursday, 10 June 2021 at 11.00 am Central European Summer Time at Claude Debussylaan 88, 1082 MD Amsterdam, The Netherlands. The formal Notice convening the 2021 AGM is set out on pages 4 to 11 of this document. The record date for the 2021 AGM has been set as 5 May 2021. Under Bermuda law and the existing bye-laws of the Company (“Bye-laws”), only the holders of record of VEON common shares (“Shareholders”) at the close of business on the record date are entitled to vote at the 2021 AGM.
Shareholder engagement is important to us. If you have any questions regarding this Notice, the 2021 AGM, the Minority Shareholder Group or the Additional Candidate, you may contact Nik Kershaw at +31651129468 or email@example.com. We note that shareholders will also be able to raise questions at the meeting itself. Further information regarding the resolutions to be proposed at the 2021 AGM is set out on pages 9 to 11 of this document and includes a statement in support of the twelve Board-nominated director candidates. We encourage you to read this information carefully.
In light of ongoing social distancing requirements implemented in response to the Covid-19 pandemic (the “Covid-19 Restrictions”), the Board has determined that 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 2021 AGM in person will be turned away as permitted under Bye-law 31.2.
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 2020;
- Re-appointment of PricewaterhouseCoopers Accountants N.V. (“PWC”) as auditor of the Company for a term expiring at the conclusion of the 2022 Annual General Meeting of Shareholders of the Company and authorisation of the Board to determine the remuneration of the auditor;
- Approval of the adoption by the Company of further amended and restated bye-laws (“New Bye-laws”), in substitution for and to the exclusion of the existing bye-laws of the Company;
- Election of individual directors to the Board;
- Shareholder proposed resolutions for Board nominations, proposed in accordance with section 79 of the Companies Act 1981 (as amended) (the “Act”); and
- Any other business which may properly come before the meeting or any adjournment of the meeting.
The report of the auditor and the financial statements of the Company for the financial year ended 31 December 2020 (prepared in accordance with IFRS) appear on the Investor Relations page of the Company’s website at www.veon.com.
At the 2021 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 2022 Annual General Meeting of Shareholders of the Company and authorise the Board to determine the remuneration of the auditor.
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-laws.
Voting on the election of all directors at the 2021 AGM will be by way of cumulative voting and information about the cumulative voting procedure is provided on pages 10 to 11 of this document. At the 2019 Annual General Meeting of the Company, Shareholders fixed the number of seats on the VEON Board at 12. Accordingly, at the 2021 AGM, each Shareholder will have 12 votes for each share they hold in the Company to allocate as they see fit among directors seeking election.
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.
On 11 March 2021, the Company received a requisition notice from BNY (Nominees) Ltd., the registered holder of common shares participating in our American Depositary Receipt program (“ADR Program”). This requisition notice was delivered on the request of certain investors beneficially holding, in aggregate, 7.38% of our issued share capital (the “Minority Shareholder Group”). The Minority Shareholder Group includes The Russian Prosperity Funds, Sovereign Trade and Finance Limited and others. 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 2021 AGM. The Minority Shareholder Group has proposed the addition of two nominees to the slate of Directors seeking appointment at the 2021 AGM. One of such nominees proposed by the Minority Shareholder Group has since voluntarily withdrawn his candidacy, and as such, the Minority Shareholder Group proposal to appoint him is of no further effect. Details on the other candidate proposed by the Minority Shareholder Group, Vasily Sidorov (the “Additional Candidate”), and a statement in support of such proposal prepared by the Minority Shareholder Group is included with this Notice, as required by section 79 of the Act.
For reasons detailed on page 10 below, the VEON Nominating and Corporate Governance Committee are of the view that the twelve Board-nominated candidates are preferable candidates for the role of director of VEON and the Board’s recommendation is that shareholders allocate their votes for the Board-nominated candidates.
VEON Shareholders are requested to complete and return the proxy form enclosed with this Notice or the voting instruction form (as relevant to how your shares are held) to ensure that their shares are represented at the 2021 AGM.
The Board recommends that Shareholders vote in favour of the proposal for the re-appointment of PWC as the Company’s auditor, and in favour of the proposal to approve the adoption of the New Bye-laws.
The Board further recommends that Shareholders allocate their votes IN FAVOUR of the twelve Board-nominated candidates. 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.