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VEON HOLDINGS B.V. AND VIP FINANCE IRELAND DAC ANNOUNCE ADJOURNMENT OF MEETINGS

15/12/2018

Amsterdam, Netherlands, 14 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), announced today an adjournment of the Meetings (as defined in the tender and consent solicitation memorandum dated 13 November 2018 (the Tender Offer and Consent Solicitation Memorandum )) in respect 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 ).

As set out in 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) announced on 13 November 2018 that it was soliciting 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 and/or remove certain covenants, by way of separate Extraordinary Resolutions (as defined below), of 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,

as described in more detail in the Tender Offer and Consent Solicitation Memorandum (the Consent Solicitation ).

Further to the Company's original announcement of the Tender Offer and Consent Solicitation dated 13 November 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) separately announced on 28 November 2018 the extension of the early tender time to 10:00 a.m. (London time) on 12 December 2018 (the Extended Early Tender Time ).

Further to the Company's original announcement of the Tender Offer and Consent Solicitation dated 13 November 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) separately announced on 13 December 2018 the extension of the expiration time for the Any and All Consent Notes until 10:00 a.m. (London time) on 26 December 2018 (the Extended Expiration Time ) and the extension of the Voting Deadline until 10.00 a.m. (London time) on 26 December 2018 for the 2021 Notes, 10.15 a.m. (London time) on 26 December 2018 for the 2022 Notes and 10.30 a.m. (London time) on 26 December 2018 for the 2023 Notes (the Extended Voting Deadline ).

Further to the Company's original announcement of the Tender Offer and Consent Solicitation dated 13 November 2018, notice is hereby given to the Holders that 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 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) has separately announced in notices dated 14 December 2018 that it has adjourned each of the Meetings until 28 December 2018 ( Notices of Adjourned Meeting ) for the purpose of considering and, if thought fit, passing the Extraordinary Resolution (as defined below). Holders should review the relevant Notices of Adjourned Meeting for information in respect of the adjourned meetings and details of how to continue to participate in the Consent Solicitation. Based on the number of Electronic Instruction Notices and Forms of Sub-Proxy validly submitted prior to the Extended Expiration Time in favour of the extraordinary resolution in respect of the 2021 Notes (the 2021 Extraordinary Resolution ), the extraordinary resolution in respect of the 2022 Notes (the 2022 Extraordinary Resolution ) and the extraordinary resolution in respect of the 2023 Notes (the 2023 Extraordinary Resolution and together with the 2021 Extraordinary Resolution and the 2022 Extraordinary Resolution, the Extraordinary Resolutions ) set out in the relevant notice of meeting to the Holders dated 13 November 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) expects to satisfy the quorum requirements and pass the Extraordinary Resolutions at each of the adjourned meetings. 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) will announce the results of the adjourned meetings on 28 December 2018.

The implementation of the Extraordinary Resolutions is subject to the execution of the 2021 Supplemental Trust Deed, 2022 Supplemental Trust Deed, 2023 Supplemental Trust Deed and the Amendment Deed, each as applicable to the relevant series of Notes and as further described in the Tender Offer and Consent Solicitation Memorandum. Holders who validly submitted Vo
LINK: https://veon.com/media-center/Press-releases/2018/VEON-HOLDINGS-BV-AND...
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