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Notice of the 2017 Annual General meeting of shareholders of Veon Ltd

Dear Shareholder,

It is a pleasure to invite you to the 2017 annual general meeting of shareholders (the “AGM”) of VEON Ltd. (“VEON” or the “Company”). The supervisory board of the Company (“Supervisory Board”) has resolved that the AGM will be held on Monday, 24 July 2017 at 11.00 am (Central European Time) at Claude Debussylaan 88, 1082 MD Amsterdam, The Netherlands. Only the holders of record of VEON shares at the close of business on 9 June 2017, the record date for the AGM, are entitled to vote at the AGM under Bermuda law and the VEON bye-laws.

The agenda of the meeting is as follows:

  1. Shareholders to receive the report of the Company’s auditor and the audited financial statements of the Company for the financial year that ended 31 December 2016;
  2. Re-appoint PricewaterhouseCoopers Accountants N.V. (“PWC”) as auditor of the Company for a term expiring at the conclusion of the 2018 annual general meeting of shareholders of the Company and authorise the Supervisory Board to determine the remuneration of the auditor;
  3. Increase the number of Supervisory Board members from nine to eleven;
  4. Election of individual directors to the Supervisory Board (information about the candidates is provided in Attachment 1); and
  5. Any other business which may properly come before the meeting or any adjournment of the meeting.

The formal notice of the AGM is set out on page 4 of this document.

The report of the auditor and the financial statements of the Company for the financial year ended 31 December 2016 (prepared in accordance with IFRS) appear on the Company’s website at www.VEON.com.

The affirmative vote of a simple majority of the votes cast at the AGM, at which a quorum is present, will be required to re-appoint PWC as the Company’s auditor to hold office until the conclusion of the 2018 annual general meeting of shareholders of the Company, and to increase the number of Supervisory Board members from nine to eleven.

Voting on the election of directors will be by way of cumulative voting and information about the cumulative voting procedure is provided on page 9 of this document. Each shareholder will have:

  • if proposal 2 (to increase the number of Supervisory Board members) is approved: 11 votes;
  • if proposal 2 (to increase the number of Supervisory Board members) is not approved: 9 votes;

for each share they hold in the Company to allocate for the election of directors. Please see the proxy form enclosed withthis Notice for further information on how to vote your shares in the Company for the election of directors.

VEON shareholders are requested to complete and return the proxy form or voting instruction form (as relevant to how your shares are held) to ensure that their shares will be represented at the AGM. If you have any questions, you may contact Remco Vergeer at +31621187402 or remco.vergeer@veon.com. Information regarding the resolutions to be proposed at the AGM is set out on page 8 of this document. We encourage you to read that information carefully.

The Supervisory Board recommends that shareholders vote in favour of the proposal to re-appoint PWC as the Company’s auditor, and the proposal to increase the number of Supervisory Board members from nine to eleven.


Notice of the 2017 Annual General meeting of shareholders +

Veon Ltd. Proxy Form +

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