25 May 2022

Notice of the 2022 Annual General meeting of shareholders of VEON Ltd.


Dear Shareholder,

It is a pleasure to invite you to the 2022 Annual General Meeting of Shareholders (the “2022 AGM”) of VEON Ltd. (“VEON” or the “Company”). The board of directors of the Company (the “Board”) has resolved that the 2022 AGM will be held via video-conference on Wednesday 29 June 2022 at 11.00 am Central European Summer Time from Claude Debussylaan 88, 1082 MD Amsterdam, The Netherlands. The formal Notice convening the 2022 AGM is set out on pages 4 to 9 of the document. The record date for the 2022 AGM has been set as 25 May 2022. Under Bermuda law and the 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 2022 AGM.

Shareholder engagement is important to us. If you have any questions regarding this Notice or the 2022 AGM, you may contact Nik Kershaw at +31651129468 or ir@veon.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 2022 AGM is set out on pages 8 and 9 of the Notice and includes a statement in support of the eleven Board- nominated director candidates. We encourage you to read this information carefully.

The 2022 AGM will be convened in Amsterdam, but, from an abundance of caution and to mitigate continuing Covid-19 risks to the health and safety of our Shareholders, employees, directors and other stakeholders (the “Covid-19 Risks”), Shareholders will only be permitted to attend virtually in accordance with Bye-law 31.1. Shareholders eligible to participate at the 2022 AGM will have an equal opportunity to participate at the 2022 AGM online regardless of their geographic location, and further details of such electronic participation will be forwarded to them in due course. Owing to the Covid-19 Risks, Shareholders who seek to attend the 2022 AGM in person will be turned away as permitted under Bye-law 31.2.

The agenda of the meeting is as follows:

  1. Laying the report of the Company’s auditor and the audited financial statements of the Company for the financial year ended 31 December 2021 before Shareholders;
  2. Election of individual directors to the Board; and
  3. 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 2021 (prepared in accordance with IFRS) appear on the Investor Relations page of the Company’s website at www.veon.com.

At this time, the Board has determined that no resolution will be put to shareholders to appoint the auditor at the 2022 AGM. Instead, an auditor will be appointed by shareholders at a subsequent general meeting.

Voting on the election of all directors at the 2022 AGM will be by way of cumulative voting and information about the cumulative voting procedure is provided on page 9 of the Notice. At the 2022 AGM, each Shareholder will have 11 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.
VEON Shareholders are requested to complete and return the proxy form enclosed with this Notice [add a hyperlink to the PDF version of the AGM Notice] or the voting instruction form (as relevant to how your shares are held) to ensure that their shares are represented at the 2022 AGM.

The Board recommends that Shareholders allocate their votes IN FAVOUR of the eleven Board-nominated candidates seeking election as directors of VEON. 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

Gennady Gazin

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