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Invitation to Submit Voting and Proxy Forms and Notice of Scheme Meeting

21/12/2022

21 Dec 2022

Invitation to Submit Voting and Proxy Forms and Notice of Scheme Meeting Amsterdam, Netherlands, 21 December 2022 19:50 CET: Further to the announcement made today regarding the Court order granting the Company permission to convene the Scheme Meeting and the issuance of the Explanatory Statement and accompanying documentation via the Scheme Website, 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 ) hereby give notice that the Scheme Meeting will take place virtually by webinar, via Zoom, on 24 January 2023 at 10:00 a.m. (London time) (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). All Scheme Creditors are requested to attend the Scheme Meeting, via Zoom (either in person, by duly authorised representative if a corporation, or by proxy).

The Notice of Scheme Meeting, which provides further information in relation to the Scheme Meeting, is appended hereto as Annexure 1.

To participate and vote at the Scheme Meeting, provided they are not precluded from doing so by law or regulation, 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).

Accordingly, the Company has today made available to Scheme Creditors (via the Scheme Website at https://deals.is.kroll.com/veon) the Voting and Proxy Form and hereby invites Scheme Creditors (including the ultimate beneficial owners of the 2023 Notes issued by the Company), provided they are not precluded from doing so by law or regulation, to submit (or procure that their DTC Participant submits on their behalf, as applicable) their Voting and Proxy Forms in accordance with the instructions set out in the Explanatory Statement well in advance of 5:00 p.m. (London time) on 19 January 2023 (being the Voting Instruction Deadline). Instructions for completing the Voting and Proxy Form are set out in the Voting and Proxy Form. Validly completed Voting and Proxy Forms can be submitted to Kroll Issuer Services Limited (as the Company's information agent) online via deals.is.kroll.com/veon or by email in pdf form to veon@is.kroll.com.

Scheme Creditors should be aware that Clearing Systems, DTC Participants, other Account Holders and/or Intermediaries may have earlier deadlines that they (and their Account Holders) may be required to comply with.

Scheme Creditors that have questions in relation to the Explanatory Statement and accompanying documentation, the Voting and Proxy Form or the Scheme Meeting may contact Kroll Issuer Services Limited (as the Company's information agent) by email to veon@is.kroll.com or by telephone on 44 20 7704 0880.

Scheme Creditors and/or Account Holders requiring any assistance in completing their Voting and Proxy Forms should contact the Information Agent by email to veon@is.kroll.com or by telephone on 44 20 7704 0880.

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

Annexure 1

No. CR 2022-004748

IN THE HIGH COURT OF JUSTICE

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

INSOLVENCY AND COMPANIES LIST (ChD)

In the Matter of VEON Holdings B.V.

and

In the Matter of the Companies Act 2006

USD1,000,000,000 5.95 per cent. notes due 13 February 2023 (ISIN: US92718WAE93 and XS0889401724) (the February 2023 Notes ) and USD700,000,000 7.25 per cent. notes due 26 April 2023 (ISIN: US36251BAB18 and XS1400710726) (the April 2023 Notes and, together with the February 2023 Notes, the 2023 Notes ) issued by VEON Holdings B.V.

NOTICE IS HEREBY GIVEN that, by an order dated 21 December 2022 made in the above matter, the High Court of Justice of England and Wales (the Court ) has directed that a single meeting (the Scheme Meeting ) be convened of the Scheme Creditors (being the 2023 Noteholders and the 2023 Notes Trustees) of VEON Holdings B.V. (the Company ) for the purposes of considering and, if thought fit, approving (with or without modification, addition or condition approved or imposed by the Court and/or agreed by the Company) a scheme of arrangement proposed to be made between the Company and the Scheme Creditors in respect of the 2023 Notes (the Scheme ).

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 via deals.is.kroll.com/veon/ (the Scheme Website ) and the Clearing Systems) 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 Record Time for the Scheme is 5:00 p.m. (New York time) on the date falling two (2) Business Days before the Scheme Meeting.

A copy of the Scheme and a copy of the statement required to be furnished pursuant to section 897 of the Companies Act (the Explanatory Statement ) are available on the Scheme Website. Capitalised terms not defined herein shall have the meaning given to them in the Explanatory Statement.

Voting on the Scheme

The 2023 Noteholders, being the beneficial owners of the 2023 Notes, and the 2023 Notes Trustees are the Scheme Creditors.

Any Scheme Creditor intending to attend (in person by webinar or, if a corporation, by a duly authori
LINK: https://www.veon.com/media/media-releases/2022/invitation-to-submit-vo...
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