VEON VEON Ltd

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 Names of Reporting Persons

 Giovanni Agnelli B.V.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 The Netherlands

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power:

 132,644,375 common shares*

 Shared Voting Power:

 0

 Sole Dispositive Power:

 132,644,375 common shares*

 Shared Dispositive Power:

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 132,644,375 common shares*

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 7.6%**

 Type of Reporting Person (See Instructions)

 HC, CO

Represented by 5,305,775 American Depositary Shares.

Based on 1,753,409,219 common shares outstanding at June 30, 2023 as reported in the Issuer’s Form 6-K filed with the Securities and Exchange Commission (“SEC”) on August 29, 2023.

 Names of Reporting Persons

 Exor N.V.

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 The Netherlands

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power:

 132,644,375 common shares*

 Shared Voting Power:

 0

 Sole Dispositive Power:

 132,644,375 common shares*

 Shared Dispositive Power:

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 132,644,375 common shares*

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 7.6%*

 Type of Reporting Person (See Instructions)

 HC, CO

Represented by 5,305,775 American Depositary Shares.

Based on 1,753,409,219 common shares outstanding at June 30, 2023 as reported in the Issuer’s Form 6-K filed with the SEC on August 29, 2023.

 Names of Reporting Persons.

 Lingotto Investment Management (UK) Limited

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 United Kingdom

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power:

 132,644,375 common shares*

 Shared Voting Power:

 0

 Sole Dispositive Power:

 132,644,375 common shares*

 Shared Dispositive Power:

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 132,644,375 common shares*

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 7.6%*

 Type of Reporting Person (See Instructions)

 CO, FI

Represented by 5,305,775 American Depositary Shares.

Based on 1,753,409,219 common shares outstanding at June 30, 2023 as reported in the Issuer’s Form 6-K filed with the SEC on August 29, 2023.

 Names of Reporting Persons.

 Lingotto Investment Management LLP

 Check the Appropriate Box if a Member of a Group (See Instructions)

 (a) ☐  (b) ☐

 SEC Use Only

 Citizenship or Place of Organization

 United Kingdom

Number of

Shares  Beneficially 

Owned by

Each

Reporting

Person

With:

 Sole Voting Power:

 132,644,375 common shares*

 Shared Voting Power:

 0

 Sole Dispositive Power:

 132,644,375 common shares*

 Shared Dispositive Power:

 0

 Aggregate Amount Beneficially Owned by Each Reporting Person

 132,644,375 common shares*

 Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

 ☐

 Percent of Class Represented by Amount in Row (9)

 7.6%*

 Type of Reporting Person (See Instructions)

 PN, FI

Represented by 5,305,775 American Depositary Shares.

Based on 1,753,409,219 common shares outstanding at June 30, 2023 as reported in the Issuer’s Form 6-K filed with the SEC on August 29, 2023.

Name of Issuer:

Address of Issuer’s Principal Executive Offices

Name of Person Filing

Address of Principal Business Office or, if none, Residence

Citizenship

Title of Class of Securities

CUSIP Number

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Ownership.

Amount beneficially owned:

Percent of class:

Number of shares as to which the person has:

Sole power to vote or to direct the vote

Shared power to vote or to direct the vote

Sole power to dispose or to direct the disposition of

Shared power to dispose or to direct the disposition of

Ownership of Five Percent or Less of a Class.

Ownership of More than Five Percent on Behalf of Another Person.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Identification and Classification of Members of the Group.

Notice of Dissolution of Group.

Certification.