VEON

VEON Ltd.

and

VEON Holdings B.V.

Proposed Scheme of Arrangement of VEON Holdings B.V.

Notice of Scheme Convening Hearing

Amsterdam, Netherlands, 16 December 2022 13:30 CET: Further to the announcement issued by VEON Ltd. (NASDAQ, Euronext Amsterdam: VEON) and its subsidiary, VEON Holdings B.V. (the “Company”), on 24 November 2022 regarding the launch of a scheme of arrangement by the Company in respect of the 2023 Notes (the “Scheme”) via the issuance of a Practice Statement Letter (the “Initial Practice Statement Letter”) and the announcement on 9 December 2022 regarding the issuance of a supplemental Practice Statement Letter, notice is hereby given that the Scheme Convening Hearing is scheduled take place before Mr Justice Zacaroli in The Rolls Building no earlier than 10:30 a.m. (London time) on 20 December 2022 at the Royal Courts of Justice, 7 Rolls Building, Fetter Lane, London EC4A 1NL.

The exact time and location is to be confirmed and published by the Court on 19 December 2022 on the Business and Property Courts Rolls Building Cause List, which can be accessed via the following link: https://www.gov.uk/government/publications/business-and-property-courts-rolls-building-cause-list/business-and-property-courts-of-england-and-wales-cause-list#insolvency--companies-court-list-chancery-division.  

At the Scheme Convening Hearing, the Company will seek an order granting it certain directions in relation to the Scheme in respect of its 2023 Notes, including permission to convene a meeting for the Scheme Creditors of the 2023 Notes issued by the Company for the purpose of considering, and, if thought fit, approving the Scheme.

Any Scheme Creditor is entitled to attend the Scheme Convening Hearing to make representations to the Court, or to instruct counsel to attend the Scheme Convening Hearing and to make representations to the Court on their behalf.

Scheme Creditors may attend the Scheme Convening Hearing remotely via webinar, but will only be able to make representations if they attend in person at Court.

Scheme Creditors who wish to attend the Scheme Convening Hearing and make representations, or who wish to instruct counsel to attend the Scheme Convening Hearing and to make representations to the Court on their behalf, should contact the Court or Kroll Issuer Services Limited (as the Company’s information agent) by email to veon@is.kroll.com, in each case with copy to Akin Gump LLP (as the Company's counsel on the Scheme) by email to AkinProjectVerona@akingump.com, specifying their name and email address and, if applicable, the name and email address of their counsel. Those Scheme Creditors wishing to attend the Scheme Convening Hearing remotely via webinar will need to email AkinProjectVerona@akingump.com by no later than 12:00 p.m. (midday) (London time) on 19 December 2022 with the email address that they would like to use to dial into the Scheme Convening Hearing. The relevant link will then be provided to the Scheme Creditor directly by the Court.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Initial Practice Statement Letter, which is available on the Scheme Website at https://deals.is.kroll.com/veon.

About VEON

VEON is a global digital operator that currently provides converged connectivity and online services to over 200 million customers in seven dynamic markets. We are transforming people’s lives, empowering individuals, creating opportunities for greater digital inclusion and driving economic growth across countries that are home to more than 8% of the world’s population. Headquartered in Amsterdam, VEON is listed on NASDAQ and Euronext.

For more information visit: https://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 offer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under applicable securities laws.

This press release is not a prospectus for the purposes of Regulation (EU) 2017/1129.

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.

Disclaimer

This release contains “forward-looking statements,” as the phrase is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts, and include statements relating to, among other things, the anticipated date and time of the Scheme Convening Hearing and VEON’s intent to seek an order granting it certain directions in relation to the Scheme. Forward looking statements are inherently subject to risks and uncertainties, many of which VEON cannot predict with accuracy and some of which VEON might not even anticipate. The forward-looking statements contained in this release speak only as of the date of this release. VEON disclaims any obligation to update them or to announce publicly any revision to any of the forward-looking statements contained in this release, or to make corrections to reflect future events or developments.

Any steps taken in respect of the Scheme and in connection with the Amendments must be in compliance with all applicable sanctions laws and regulations, including the sanctions laws and regulations administered by the European Union, the United Kingdom and the United States, and including securing any necessary licences and approvals from competent sanctions authorities.

Contact Information

VEONGroup Director Investor RelationsNik Kershawbonds@veon.com

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