GTH Mandatory Tender Offer

Disclaimer

Please read the following information and indicate your acknowledgement of the statements below by [clicking the “Accept” button].

The following information pertains to an offer for shares (the “Offer”) of Global Telecom Holding S.A.E by VEON Holdings B.V. (the “Offeror”).

Forward-looking statements

The offer documents contain "forward-looking statements", as the phrase is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts, and are inherently subject to risks and uncertainties, many of which the Offeror cannot predict with accuracy and some of which the Offeror might not even anticipate. The forward-looking statements contained in the offer documents speak only as of the date of the offer documents. The Offeror does not undertake to publicly update, except as required by U.S. federal securities laws, any forward-looking statement to reflect events or circumstances after such dates or to reflect the occurrence of unanticipated events.

Offer restrictions

The Offer is not being made to persons whose participation in the Offer requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Egyptian law. Any offer document and any documentation relating to the Offer is not being published in or distributed to or into and must not be mailed or otherwise distributed or sent in or into any country in which the distribution or offering would require any such additional measures to be taken or would be in conflict with any law or regulation in such country. Any such action is not permitted or sanctioned by the Offeror. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded.

Special notice to shareholders in the United States

The Offer described in the materials provided herein is subject to the laws of Egypt. It is important for US shareholders to be aware that the Offer is subject to disclosure and takeover laws and regulations in Egypt that are different from those in the United States. As applicable, the Offeror will comply with Regulation 14E under the US Securities Exchange Act of 1934, as amended (“Exchange Act”), in connection with the Offer. The Offer is being treated in the United States as one to which the “Tier II” exemption mentioned in Rule 14d-1(d) under the Exchange Act is applicable.

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY HAS APPROVED OR DISAPPROVED OF THE OFFER, PASSED UPON THE FAIRNESS OR MERITS OF THE MATERIALS PROVIDED HEREIN OR DETERMINED WHETHER THE INFORMATION IN THE MATERIALS PROVIDED HEREIN IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE IN THE UNITED STATES.

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