Notice of the 2025 Annual General Meeting of Shareholders of VEON Ltd.

Dear Shareholder,

It is a pleasure to invite you to the 2025 Annual General Meeting of Shareholders (the “2025 AGM”) of VEON Ltd. (“VEON” or the “Company”). The board of directors of the Company (the “Board”) has resolved that the 2025 AGM will be held via video-conference on Thursday, 8 May 2025 at 9.00 am Eastern Daylight Time. The formal Notice convening the 2025 AGM is set out on pages 4 to 5 of the AGM Notice. The record date for the 2025 AGM has been set as 31 March 2025. Under Bermuda law and the bye-laws of the Company adopted on 10 June 2021, as amended by special resolutions passed 29 June 2023 and 31 May 2024 (“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 2025 AGM.

Shareholder engagement is important to us. If you have any questions regarding this Notice, the 2025 AGM, the shareholder requisitions (as described below) you may contact Hande Asik at ir@veon.com. Shareholders will also be able to raise questions electronically at the meeting itself. Further information regarding the resolutions to be proposed at the 2025 AGM is set out on pages 8 and 9 of the AGM Notice and page 3 of the AGM Notice includes a statement in support of the director candidates (“Board-Approved Candidates”). We encourage you to read this information and the summary biographies of all candidates outlined in Appendix 1 of the AGM Notice carefully.

As permitted under Bye-law 31.1, the 2025 AGM will be held virtually only. Further details of electronic participation will be forwarded to eligible Shareholders in due course but if a Shareholder has any questions on how to participate, please contact Hande Asik at ir@veon.com.

The agenda of the meeting is as follows:

1. 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 2024;
2. Re-appointment of UHY LLP (“UHY”) as external auditor of the financial statements for the Company for the financial year ended 31 December 2025 and confirming the authority of the directors to fix the remuneration of UHY and such other audit firms as shall be necessary for compliance with law and regulation applicable to the Company;
3. 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 resolutions, as further described below; and
4. 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 2024 prepared in accordance with the standards established by the Public Company Accounting Oversight Board (“PCAOB”) appear on the Investors page of the Company’s website at www.veon.com, as permitted by Bye-law 29.3.

The re-appointment of UHY as auditor and confirming the authority of the Board to fix the remuneration of the auditor requires a simple majority of more than 50 per cent of the votes cast (the “Auditor Re-Appointment”). Voting on the election of all directors at the 2025 AGM will be by way of cumulative voting and information about the cumulative voting procedure is provided on page 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 2025 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.

The Board, in conjunction with the recommendations of the Remuneration and Governance Committee, has proposed 7 candidates for appointment as directors of the Company at the 2025 AGM and includes candidates also proposed by statutory requisition notices as detailed below. The proposals to appoint directors to the Board at the 2025 AGM are incorporated as voting proposals 2 through 8 in the notice of 2025 AGM (the “Notice”).

In connection with the appointment of directors at the 2025 AGM, the Company received statutory requisition notices from BNY (Nominees) Ltd. (“BNY”), the registered holder of common shares represented by American Depositary Shares (“ADSs”), and from L1T VIP Holdings S.à.r.l. (“L1”), a registered holder of common shares.

The BNY requisition notice was delivered at the request of certain investors beneficially holding, in aggregate, 6.25% of our issued share capital. The L1 request represents a registered shareholding in excess of 45.5% 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 2025 AGM.

The BNY shareholder requisitions proposed the addition of Augie K Fabela II, and Michael R. Pompeo to the slate of directors seeking appointment at the 2025 AGM. The L1 shareholder requisitions proposed the addition of Brandon Lewis, Andrei Gusev and Duncan Perry.

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 2025 AGM.

The Board recommends that Shareholders allocate their votes FOR the Auditor Re-Appointment and FOR each of the 7 candidates seeking election to the Board. 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,
Augie K Fabela II 
Chairman