23 May 2023

Notice of the 2023 Annual General meeting of shareholders of VEON Ltd.


Dear Shareholder,

It is a pleasure to invite you to the 2023 Annual General Meeting of Shareholders (the “2023 AGM”) of VEON Ltd. (“VEON” or the “Company”). The board of directors of the Company (the “Board”) has resolved that the 2023 AGM will be held via video-conference on Thursday 29 June 2023 at 1.00 pm Central European Summer Time from Claude Debussylaan 88, 1082 MD Amsterdam, The Netherlands. The formal Notice convening the 2023 AGM is set out on pages 4 to 10 of this document. The record date for the 2023 AGM has been set as 25 May 2023. Under Bermuda law and the bye-laws of the Company (“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 2023 AGM.

Shareholder engagement is important to us. If you have any questions regarding this Notice, the 2023 AGM, the shareholder requisitions (as described below) 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 2023 AGM is set out on pages 8 to 10 of this document and includes a statement in support of the 7 Board-nominated director candidates. We encourage you to read this information carefully.

The 2023 AGM will be convened in Amsterdam, but, from an abundance of caution and to mitigate continuing risks to the health and safety of our Shareholders, employees, directors and other stakeholders, Shareholders will only be permitted to attend virtually in accordance with Bye-law 31.1. Shareholders eligible to participate at the 2023 AGM will have an equal opportunity to participate at the 2023 AGM online regardless of their geographic location, and further details of such electronic participation will be forwarded to them in due course. Shareholders who seek to attend the 2023 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 2022 before Shareholders;
  2. Setting the size of the Board at 7 directors with effect from the end of the 2023 AGM (the “Board Size Proposal”);
  3. Approval of the adoption by the Company of a restated bye-law 42.1 of the Company’s bye-laws adopted 10 June 2021 (“Bye-law 42.1”) in the form set out in the Notice of 2023 AGM;
  4. Approval of the adoption by the Company of a restated bye-law 43 of the Company’s bye-laws adopted 10 June 2021 (“Bye-law 43”) in the form set out in the Notice of 2023 AGM;
  5. 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 resolution for the appointment of Augie K. Fabela II, as further described below; and
  6. 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 2022 (prepared in accordance with International Financial Reporting Standards (“IFRS”)) appear on the Investor Relations page of the Company’s website at www.veon.com.

At this time, client acceptance procedures at candidate external audit firms are ongoing regarding the audit of the 2023 financial statements of the Company. Hence, the Board is not able to put a resolution to shareholders to appoint such auditor at the 29 June 2023 AGM. Such a resolution will be proposed at a subsequent general meeting or otherwise in accordance with the Company’s Bye-laws.

The Board Size Proposal will be determined by ordinary majority, with the affirmative votes of Shareholders holding in excess of 50 per cent of the votes cast required to approve such proposal. 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 42.1 and the new Bye-law 43 (together, the “Bye-law Amendments”). Voting on the election of all directors at the 2023 AGM will be by way of cumulative voting and information about the cumulative voting procedure is provided on pages 9 and 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 2023 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. If the Board Size Proposal is passed by the requisite majority, for future general meetings there will only be 7 Board seats available regardless of the number of candidates seeking election. As there are only 7 candidates seeking election at the 2023 AGM, Shareholders may allocate 7 votes amongst such candidates.

The Board, in conjunction with the recommendations of the Nominating and Corporate Governance Committee, has proposed 7 candidates for appointment as directors of the Company at the 2023 AGM (the “Board Approved Candidates”). The Company received statutory requisition notices from BNY (Nominees) Ltd., the registered holder of common shares represented by American Depositary Shares (“ADSs”). The requisition notices were delivered on the request of certain investors beneficially holding, in aggregate, 14.8% 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 2023 AGM. The shareholder requisitions proposed the addition of Augie K. Fabela II to the slate of directors seeking appointment at the 2023 AGM, and as Mr. Fabela has been included among the Board Approved Candidates, the proposal of the shareholder requisitions has been incorporated as voting proposal 4 in the notice of meeting below.

For reasons detailed on page 10 below, the VEON Nominating and Corporate Governance Committee are of the view that the Board-Approved Candidates are suitable candidates for the role of director of VEON and the Board’s recommendation is that shareholders allocate their votes for the Board-Approved Candidates.

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 2023 AGM.

The Board recommends that Shareholders allocate their votes FOR the Board Size Proposal, FOR the adoption of New Bye-law 42.1 and New Bye-law 43, FOR each of the 7 Board-Approved 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.

Yours sincerely

Gunnar Holt

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