VEON HOLDINGS B.V. AND VIP FINANCE IRELAND DAC ANNOUNCE EXPIRATION OF TENDER OFFER

27 Dec 2018

VEON Holdings B.V. And Vip Finance Ireland Dac Announce Expiration Of Tender Offer Amsterdam, Netherlands, 27 December 2018 - VEON Holdings B.V. (the Company ) and VIP Finance Ireland DAC (in respect of the 2021 Notes (as defined below) only) today announces the expiration of its offer to purchase ( Tender Offer ) (subject to the terms and conditions set out in the tender offer and consent solicitation memorandum (the Tender Offer and Consent Solicitation Memorandum ) in relation to any and all of its outstanding:

(i) 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 );

(ii) 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

(iii) 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 ).

Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Tender Offer and Consent Solicitation Memorandum.

Further to the announcement of the Tender Offer on 13 November 2018 and the announcement of the Extended Expiration Time (as defined below) on 13 December 2018, the Company hereby informs Holders that the Tender Offer has expired as of 10:00 a.m. (London time) on 26 December 2018 (the Extended Expiration Time ). As announced 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 14 December 2018, each of the Meetings have been adjourned to 28 December 2018 for lack of quorum. The Company will make a further announcement in respect of the Tender Offer and Consent Solicitation after the conclusion of the adjourned Meetings on 28 December 2018.

For further information

Requests for documents and questions on procedures for participating in the Tender Offer and Consent Solicitation may be directed to the Tender and Tabulation Agent, Citibank, N.A., London Branch at (Telephone: 44 207 508 3867; Email: exchange.gats@citi.com). Questions regarding the Tender Offer and Consent Solicitation may be directed to Barclays Bank PLC, at (Telephone: (800) 438-3242 (toll free) or (212) 528-7581 (collect) within the U.S. and 44 20 3134 8515 outside the U.S.; Email: liability.management@barclays.com); Citigroup Global Markets Limited, at (Telephone: (800) 558 3745 (toll free) or (212) 723 6106 (collect) within the U.S. and 44 20 7986 8969 outside the U.S.; Email: liabilitymanagement.europe@citi.com); or Merrill Lynch International, at (Telephone: 44 20 7996 5420; Email: DG.LM_EMEA@baml.com).

This announcement is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell with respect to the Notes. The Tender Offer and Consent Solicitation is being made only pursuant to the Tender Offer and Consent Solicitation Memorandum and only in such jurisdictions as is permitted under applicable law.

Forward-Looking Statements

The Company considers portions of this announcement and the Tender Offer and Consent Solicitation Memorandum and the documents incorporated by reference therein to be forward-looking statements. Forward-looking statements can be identified by the use of words such as may, might, will, could, would, should, expect, plan, anticipate, intend, seek, believe, estimate, predict, potential, continue, contemplate, possible and other similar words. Forward-looking statements are inherently subject to risks and uncertainties, many of which the Company cannot predict with accuracy and some of which the Company might not even anticipate. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, these assumptions are inherently uncertain and involve a number of risks and uncertainties that are beyond the Company's control; therefore, the Company can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of risks and uncertainties, including, without limitation, possible changes in the timing and consummation of the Tender Offer and Consent Solicitation.

Holders are therefore cautioned not to place undue reliance on these forward-looking statements. The Company assumes no obligation to update and supplement forward-looking statements that become untrue because of subsequent events, new information or otherwise except as may be required under Rule 14e-l under the Exchange Act or any other applicable laws.

Such forward-looking statements contained in this announcement and the Tender Offer and Consent Solicitation Memorandum or any document incorporated by reference therein speak only as of the date of this announcement and the Tender Offer and Consent Solicitation Memorandum or such document incorporated by reference therein. Accordingly, the Company does not undertake any obligation to 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. Holders should, however, consult any further disclosures of a forward-looking nature made in the documents incorporated by refer

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