VEON provides update on voting on Scheme

17 Jan 2023

VEON provides update on voting on Scheme Amsterdam, Netherlands, 17 January 2023: VEON Ltd. (Nasdaq: VEON, Euronext Amsterdam: VEON) ( VEON or, together with its subsidiaries, the Group ), a global digital operator that provides converged connectivity and online services, and its subsidiary VEON Holdings B.V. (the Company ) refers to its prior announcements in relating to the Company's proposed scheme of arrangement (the Scheme ) in respect of the 5.95% notes due February 2023 and 7.25% notes due April 2023 issued by the Company (together, the 2023 Notes ). The Company has today provided an update on voting on the Scheme.

Capitalised terms used but not otherwise defined herein shall have the meaning given to them in the Explanatory Statement, which is available via the Scheme Website at deals.is.kroll.com/veon.

As set out in the Explanatory Statement, in order to vote at the Scheme Meeting, eligible 2023 Noteholders are required to submit to the Information Agent validly completed Voting and Proxy Forms by 5pm London time on 20 January 2023. The Voting and Proxy Form is available on the Scheme Website and may be submitted by completing the electronic form on the Scheme Website or by submitting a pdf of the completed Voting and Proxy Form to the Information Agent at veon@is.kroll.com.

Following feedback from certain 2023 Noteholders, the Company is aware that certain intermediaries or custodians may not have processed custody instructions received in respect of the Scheme prior to the Custody Instruction Deadline at 5pm on 13 January 2023. To facilitate voting on the Scheme, the Company has therefore agreed to, subject to receipt of acceptable proof of holdings as outlined below by the Information Agent, accept otherwise validly completed Voting and Proxy Forms that are submitted to the Information Agent via the Scheme Website or by pdf submission to veon@is.kroll.com.

As a result, any 2023 Noteholder holding in Euroclear or Clearstream (but not through an Account Holder, Intermediary, custodian or other member or participant in the Clearing Systems that is a Sanctions Disqualified Person) or DTC who was unable to submit custody instructions to block their 2023 Notes in the Clearing Systems prior to the Custody Instruction Deadline may now provide proof of holding for 2023 Noteholders to the Instruction Agent directly. The forms of proof of holdings which can be provided by any such 2023 Noteholder include:

a Statement of Account for the Purpose of Proof of Holding (a STAC ) or screenshot from Euroclear, Clearstream, Luxembourg or DTC;

a statement of account from an Account Holder in Euroclear, Clearstream, Luxembourg or DTC (in the case of DTC, also known as a DTC Participant) confirming (i) the name of the Account Holder in Euroclear or Clearstream, Luxembourg or the DTC Participant name and in each case, the account number, (ii) the full name or legal entity name of the 2023 Noteholder, (iii) the security and/or ISIN held, (iv) the aggregate amount of the respective February 2023 Notes and/or April 2023 Notes held and (v) the date on which the evidence was gathered; or

a statement of account or holdings reports from such other intermediary (including brokers, depositories, custodians and subcustodians) being the immediate custodian of the account where the relevant 2023 Notes are being held by the 2023 Noteholder submitting the Voting and Proxy Form.

2023 Noteholders should contact their Account Holder in Euroclear or Clearstream, Luxembourg or their DTC Participant, bank, securities broker or other intermediary through which they hold their respective 2023 Notes as soon as possible to obtain a proof of their holdings.

2023 Noteholders may contact the Information Agent via email at veon@is.kroll.com if they require assistance with any of the above.

For the avoidance of doubt, Voting and Proxy Forms that are validly completed, signed and delivered to the Information Agent on or before the Voting Instruction Deadline will be taken into consideration (subject to sanctions screening and unless revoked in accordance with the procedure set out in the Explanatory Statement).

For the avoidance of doubt, subject to provision of an acceptable form of proof of holding, 2023 Noteholders do not need to complete the Custody Instruction Reference Number in the Voting and Proxy Form.

Any 2023 Noteholder holding in Euroclear or Clearstream through an Account Holder, Intermediary, custodian or other member or participant in the Clearing Systems that is a Sanctions Disqualified Person should refer to the Explanatory Statement for details of how they should provide proof of their holdings.

Compliance with applicable Sanctions laws and regulations

Any steps taken in respect of the Scheme Meeting, the Scheme and in connection with the Amendments must be in compliance with all applicable Sanctions laws and regulations, including securing any necessary licences and approvals from competent Sanctions Authorities. Sanctions means any economic or financial sanctions laws or regulations, as amended from time to time, administered, enacted, or enforced by the United States, the United Nations, the European Union or any member states thereof, the United Kingdom, Bermuda and any other jurisdiction applicable to the Company (excluding the Russian Federation and the Republic of Belarus).

Scheme Creditors who are not Sanctions Disqualified Persons, and are not acting for, on behalf of, at the direction of or through Sanctions Disqualified Persons may submit Voting and Proxy Forms and participate and vote at the Scheme Meeting. Scheme Creditors who are, or are acting for, on behalf of, at the direction of or through, Sanctions Disqualified Persons are not permitted to participate or vote at the Scheme Meeting, whether in person by webinar or by proxy. In addition, Scheme Creditors w

LINK:	https://www.veon.com/media/media-releases/2023/veon-provides-update-on...
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