VEON announces its intention to establish new parent holding company in the UK

Amsterdam – VEON Ltd. (NASDAQ and Euronext Amsterdam: VEON), a leading global provider of connectivity and internet services, has today announced its intention to move its group parent company to the United Kingdom, with the introduction of a newly formed UK incorporated public limited company as the top holding company of the VEON Group (the “new UK Parent Company”). It is expected that the new UK Parent Company will replace VEON Ltd. (a Bermuda incorporated company) as the VEON Group’s ultimate parent company by way of a Bermuda court-approved scheme of arrangement.

The proposal represents a move away from incorporation in Bermuda to the United Kingdom, placing the company in a jurisdiction with high standards of corporate governance and a strong and transparent legal framework that is close to its operational headquarters in Amsterdam. The change of the place of incorporation of the top holding company is expected to enable VEON and its operating subsidiaries to operate more effectively across its markets, to best position the VEON Group for the future. It is expected that such change will also provide the Company with the necessary flexibility vis-à-vis current and future tightening of regulatory requirements in many of its markets of operation, including Russia, which recently introduced a new law introducing certain conditions for companies participating in Russian state and municipal procurement tenders or contracts.

We are not anticipating any adverse tax consequences as a result of this change. In addition, we do not anticipate any material changes to the VEON Group’s corporate governance framework, including its existing board and committee structure.

VEON Ltd. will issue a notice to convene a general meeting of its shareholders to seek their approval for the proposed move and intends to apply for approval of a scheme of arrangement from the Bermuda Supreme Court. VEON does not expect these changes to have a material impact on its financial operations or result in changes to its day-to-day operations. As part of these transactions, common shares and American Depositary Shares (ADSs) in VEON Ltd. are expected to be exchanged on a 1-for-1 basis for ordinary shares and ADSs, respectively, in the new UK Parent Company and such shares and ADSs are expected to be listed and traded on Euronext Amsterdam and NASDAQ, respectively, under the same current VEON ticker symbol. VEON is expected to continue to be subject to Dutch Authority for the Financial Markets (AFM) and US Securities and Exchange Commission (SEC) reporting requirements.

“Establishing our new group parent company in the United Kingdom is another positive step forward as we continue to evolve our Group governance. This is particularly appropriate given the international nature of VEON and the current climate of tightening regulatory requirements across the globe,” said Gennady Gazin, VEON’s Chairman.

A Question & Answer document will be posted shortly on the VEON's web site in the Investor Relations section. This document can be found at the following URL –

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