31 Mar 2026
Notice of the 2026 Annual General Meeting of Shareholders of VEON Ltd.
Materials
Dear Shareholder,
It is a pleasure to invite you to the 2026 Annual General Meeting of Shareholders (the “2026AGM”) of VEON Ltd. (“VEON” or the “Company”). The board of directors of the Company (the “Board”) has resolved that the 2026 AGM will be held via video-conference on Monday 11 May 2026 at 12.00 Gulf Standard Time. The formal Notice convening the 2026 AGM is set out on pages 4 to 5 of this document. The record date for the 2026 AGM has been set as 31 March 2026. 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 2026 AGM.
Shareholder engagement is important to us. If you have any questions regarding this Notice, the 2026 AGM, the shareholder requisitions (as described below) you may contact Investor Relations 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 2026 AGM is set out on pages 8 and 9 of this document and page 3 of this document includes a statement in support of the director candidates (“Board-Approved Candidates”). We encourage you to read this information carefully.
As permitted under Bye-law 31.1, the 2026 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 Investor Relations at ir@veon.com.
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 2025;
Re-appointment of UHY LLP (“UHY”) as external auditor of the financial statements for the Company for the financial year ended 31 December 2026 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;
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
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 2025 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 2026 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 2026 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 Nomination Committee, has proposed 7 candidates for appointment as directors of the Company at the 2026 AGM. The proposals to appoint directors to the Board at the 2026 AGM are incorporated as voting proposals 2 through 8 in the below notice of 2026 AGM (the “Notice”).
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 2026 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 of the Board and VEON Founder