VEON announces launch of a USD drawdown under GMTN programme and publishes third base offering memorandum supplement

16 Nov 2020

VEON announces launch of a USD drawdown under GMTN programme and publishes third base offering memorandum supplement Amsterdam, 16 November 2020 - VEON Holdings B.V. (the Issuer ), a subsidiary of VEON Ltd. (NASDAQ, Euronext Amsterdam: VEON), announces a drawdown of 7-year senior unsecured notes denominated in U.S. dollars (the Notes ) in 144A / Reg S format, subject to market and other customary conditions (the Drawdown ), under its Global Medium Term Note Programme established in April 2020 (the GMTN Programme ). The Drawdown is the third drawdown under the Issuer's GMTN Programme. The Issuer intends to use the net proceeds of the Drawdown to finance and/or refinance, directly or indirectly, certain investments in subsidiaries, to refinance certain outstanding indebtedness of the Issuer, and for general corporate purposes.

In connection with the Drawdown, VEON has also prepared a third base offering memorandum supplement dated 16 November 2020 (the Supplement ) to the base offering memorandum prepared in connection with the GMTN Programme dated 16 April 2020, as previously supplemented by a first base offering memorandum supplement dated 8 June 2020 and a second base offering memorandum supplement dated 1 September 2020 (the Base Offering Memorandum ), which today has been approved by the Luxembourg Stock Exchange, in order to enable the Notes to be admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market of the Luxembourg Stock Exchange.

About VEON

VEON is a NASDAQ and Euronext Amsterdam-listed global provider of connectivity and internet services. For more information visit: www.veon.com.

Important Notice

This release is for informational purposes only and shall not constitute a prospectus or an offer to sell or the solicitation of an offer to buy securities in the United States or any other jurisdiction, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws. The Drawdown is being made on the basis of the Base Offering Memorandum as amended and/or supplemented by, and to be read in conjunction with, the Supplement.

The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the Securities Act ). The Notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. There will be no public offer of the Notes in the United States (for these purposes, United States means the United States of America, its territories and possessions, any State of the United States, and the District of Columbia). The Notes are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act.

In member states of the European Economic Area and in the United Kingdom (each, a Relevant State ), this release is for distribution only to and directed only at persons who are qualified investors within the meaning of Regulation (EU) 2017/1129 (as amended, the Prospectus Regulation ). In relation to each Relevant State, the investment contemplated by this release does not constitute and shall not, in any circumstances, constitute a public offering nor an invitation to the public in connection with any offer within the meaning of the Prospectus Regulation. Each potential investor located within a Relevant State will be deemed to have represented, acknowledged and agreed that it is a qualified investor within the meaning of the Prospectus Regulation.

Manufacturer target market (MIFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail investors in EEA or UK.

This release is for distribution only to and directed only at persons who (a) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Financial Promotion Order ), (b) are persons falling within Article 49(2)(a) to (d) ( high net worth companies, unincorporated associations, etc ) of the Financial Promotion Order, (c) are outside the United Kingdom, or (d) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the investment or investment activity to which this release relates may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as relevant persons ). The Notes are not being offered to the public in the United Kingdom. This release is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. The investment or investment activity to which this release relates is only available to, and will only be engaged in with, relevant persons and any person who receives this release who is not a relevant person should not rely or act upon it.

This communication or information contained herein is not an offer, or an invitation to make offers, to sell, exchange or otherwise transfer securities in the Russian Federation to or for the benefit of any Russian person or entity and does not constitute an advertisement or offering of securities in the Russian Federation within the meaning of Russian securities laws. Information contained in the communication is not intended for an

LINK:	https://www.veon.com/media/media-releases/2020/veon-announces-launch-o...
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