VEON HOLDINGS B.V. AND VIP FINANCE IRELAND DAC ANNOUNCE CONSENT SOLICITATION AND TENDER OFFER RESULTS FOR THE 2021 NOTES, THE 2022 NOTES AND THE 2023 NOTES

28 Dec 2018

VEON Holdings B.V. And Vip Finance Ireland Dac Announce Consent Solicitation And Tender Offer Results For The 2021 Notes, The 2022 Notes And The 2023 Notes Amsterdam, Netherlands, 28 December 2018 - VEON Holdings B.V. (the Company ), a wholly-owned subsidiary of VEON Ltd. ( VEON ), and VIP Finance Ireland DAC (in respect of the 2021 Notes (as defined below) only), today announces the aggregate principal amount of:

U.S.$1,000,000,000 7.748% Loan Participation Notes due 2021 issued by, but with limited recourse to, VIP Finance Ireland DAC (formerly VIP Finance Ireland Limited) (ISIN: Rule 144A US918242AD06/Reg S XS0587031096) (the 2021 Notes );

U.S.$1,500,000,000 7.5043% Guaranteed Notes due 2022 issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) (ISIN: Rule 144A US92718WAB54/Reg S XS0643183220) (the 2022 Notes ) and unconditionally and irrevocably guaranteed by Public Joint Stock Company Vimpel-Communications ; and

U.S.$1,000,000,000 5.95% Notes due 2023 issued by VEON Holdings B.V. (formerly VimpelCom Holdings B.V.) (ISIN: Rule 144A US92718WAE93/Reg S XS0889401724) (the 2023 Notes , and, together with the 2021 Notes and the 2022 Notes, the Any and All Consent Notes or the Notes ),

validly tendered and not validly withdrawn pursuant to the Company's previously announced offer to purchase (subject to (a) the terms and conditions set out in the tender offer and consent solicitation memorandum dated 13 November 2018 (the Tender Offer and Consent Solicitation Memorandum ) dated 13 November 2018) (b) the announcement by the Company on 28 November 2018, whereby the early tender time for the Any and All Consent Notes was extended to 10:00 a.m. (London time) on 12 December 2018 (the Extended Early Tender Time ), and (c) the announcement by the Company (in the case of the 2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes only) on 13 December 2018, whereby the expiration time for the Any and All Consent Notes was extended to 10:00 a.m. (London time) on 26 December 2018 (the Extended Expiration Time ) (the Tender Offer )).

Pursuant to the Tender Offer and Consent Solicitation Memorandum, the Company (in the case of the 2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes only) also sought to solicit consents from holders of the Any and All Consent Notes (each a Holder and together with holders of any series of Notes, the Holders )to amend, by way of separate Extraordinary Resolutions (as defined below), each of:

(i) the trust deed constituting the 2021 Notes dated 2 February 2011;

(ii) the trust deed constituting the 2022 Notes dated 29 June 2011;

(iii) the trust deed constituting the 2023 Notes dated 13 February 2013;

(iv) the terms and conditions of the 2022 Notes and the 2023 Notes; and

(v) the loan agreement dated 1 February 2011 between Public Joint Stock Company Vimpel-Communications as borrower and VIP Finance Ireland DAC (formerly VIP Finance Ireland Limited) as lender,

in each case to remove and/or amend certain covenants as described in more detail in the Tender Offer and Consent Solicitation Memorandum.

Results of Consent Solicitation

On 14 December 2018, the Company (in the case of the 2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes only) notified Holders that each of the meetings of the holders of the 2021 Notes, 2022 Notes and 2023 Notes held at the offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF on 14 December 2018 was adjourned for lack of quorum. The Company (in the case of the 2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes only) separately announced in a notice to the Holders dated 14 December 2018 that the meetings in respect of the 2021 Notes, 2022 Notes and 2023 Notes would be adjourned to 28 December 2018.

Further to the announcement of the Company (in the case of the 2022 Notes and the 2023 Notes) and VIP Finance Ireland DAC (in the case of the 2021 Notes only) on 14 December 2018, notice is hereby given to the Holders that at each of the meetings of the Holders of the 2021 Notes, the 2022 Notes and the 2023 Notes held at the offices of Latham & Watkins LLP, 99 Bishopsgate, London EC2M 3XF on 28 December 2018, the extraordinary resolution in respect of the 2021 Notes (the 2021 Extraordinary Resolution ), 2022 Notes (the 2022 Extraordinary Resolution ) and the extraordinary resolution in respect of the 2023 Notes (the 2023 Extraordinary Resolution ) set out in the notices convening such meetings were duly passed.

The effectiveness of the 2021 Extraordinary Resolution, 2022 Extraordinary Resolution and 2023 Extraordinary Resolution is subject to the execution of the 2021 Supplemental Trust Deed, 2022 Supplemental Trust Deed, 2023 Supplemental Trust Deed and the Amendment Deed on today's date, as described in the Tender Offer and Consent Solicitation Memorandum. Holders who validly submitted Voting Only Instructions in favour of the 2021 Extraordinary Resolution, 2022 Extraordinary Resolution and 2023 Extraordinary Resolution on or prior to the Extended Early Tender Time will be eligible to receive the Consent Payment.

Capitalised terms used but not otherwise defined in this announcement shall have the meaning given to them in the Tender Offer and Consent Solicitation Memorandum.

Results of Tender Offer

Further to the announcement of the Tender Offer on 13 November 2018 and to the announcement of the extension of the expiration time to the Extended Expiration Time on 13 December 2018, the Company hereby informs Holders that as at the Extended Expiration Time, the aggregate principal amount of the Any and All Consent Notes validly tendered and accepted for purchase by the Company is set out in the sixth column of the table below under t

LINK:	https://veon.com/media-center/Press-releases/2018/VEON-HOLDINGS-BV-AND...
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