Results of Scheme Convening Hearing

21 Dec 2022

Results of Scheme Convening Hearing Amsterdam, Netherlands, 21 December 2022 19:45 CET: VEON Ltd. (NASDAQ, Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, and its subsidiary, VEON Holdings B.V. (the Company ), inform that, further to the announcement issued on 16 December 2022 regarding the Scheme Convening Hearing on 20 December 2022, the Court has today made an order (the Convening Order ) convening a single meeting of the Scheme Creditors of the 2023 Notes issued by the Company for the purpose of considering and, if thought fit, approving the Scheme in respect of the 2023 Notes (the Scheme Meeting ).

Further to the Convening Order, the Company has revised the terms of the Scheme to remove the Amendments in respect of the consent thresholds and quorum requirements under the 2023 Notes (as set out in paragraph 6.3(b) of the Practice Statement Letter dated 24 November 2022).

The Company has also today made available the Explanatory Statement, issued in connection with the Scheme in respect of the 2023 Notes, the Voting and Proxy Form and the Notice of Scheme Meeting, through the Scheme Website at deals.is.kroll.com/veon.

The Scheme Meeting will be held at 10.00 a.m. (London time) on 24 January 2023 (or such later time or date as the Company may decide and notify to Scheme Creditors) upon the Company being satisfied that it has obtained all necessary Authorisations for the Scheme Meeting to be held (including the OFAC Licence on terms that would authorise the Company to proceed with the Scheme Meeting). The Scheme Meeting will allow the Scheme Creditors to vote on the Scheme proposed by the Company in respect of its 2023 Notes, provided they are not precluded from doing so by law or regulation. To participate and vote at the Scheme Meeting, Scheme Creditors (or their DTC Participant on their behalf, as applicable) must have submitted validly completed Voting and Proxy Forms to Kroll Issuer Services Limited (as the Company's information agent) by the Voting Instruction Deadline (currently anticipated to be 5:00 p.m. (London time) on 19 January 2023).

Further information regarding the Scheme Meeting and submission of Voting and Proxy Forms will be provided by the Notice of Scheme Meeting and the Voting and Proxy Forms.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Explanatory Statement.

Hard copies of the Explanatory Statement can be requested by Scheme Creditors from Kroll Issuer Services Limited (as the Company's information agent) by email to veon@is.kroll.com

About VEON

VEON is a NASDAQ and Euronext Amsterdam-listed global provider of connectivity and digital services. Our companies are transforming lifestyles through technology-driven services that empower opportunity in some of the world's fastest-growing emerging markets. For more information, visit: https://www.veon.com

Disclaimer

This release contains 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 include statements relating to, among other things, the potential benefits of the appointment described above. Forward-looking statements are inherently subject to risks and uncertainties, many of which VEON cannot predict with accuracy and some of which VEON might not even anticipate. The forward-looking statements contained in this release speak only as of the date of this release. VEON 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. Furthermore, elements of this release contain or may contain, inside information as defined under the Market Abuse Regulation (EU) No. 596/2014.

Contact information

VEON

Group Director Investor Relations

Nik Kershaw

bonds@veon.com

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LINK:	https://www.veon.com/media/media-releases/2022/results-of-scheme-conve...
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