Announcement of Currency Exchange Option

June 09, 2023 at 05:15 AM EDT

VEON Holdings B.V.

Announcement of Currency Exchange Option

Amsterdam, 9 June 2023 – VEON Ltd. (NASDAQ: VEON, Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, today provides some further details regarding our ruble denominated notes.

We would like to reiterate the currency election terms for the holders of the following ruble denominated notes:

RUB10,000,000,000 6.50% Senior Unsecured Notes;
RUB20,000,000,000 6.30% Senior Unsecured Notes; and
RUB20,000,000,000 8.125% Senior Unsecured Notes (the “Notes”)

Each issued under the U.S.$6,500,000,000 Global Medium Term Note Programme (the “Programme”) of VEON Holdings B.V. (the “Issuer”)

RUB10,000,000,000 6.50% due 2025

Regulation S Global Note: 222671639 / Rule 144A Global Note: 222671299

Regulation S Global Note: XS2226716392 / Rule 144A Global Note: XS2226712995

RUB20,000,000,000 6.30% due 2025

Regulation S Global Note: 218490018 / Rule 144A Global Note: 218490026

Regulation S Global Note: XS2184900186 / Rule 144A Global Note: XS2184900269

RUB20,000,000,000 8.125% due 2026

Regulation S Global Note: 234353250 / Rule 144A Global Note: 234353446

Regulation S Global Note: XS2343532508 / Rule 144A Global Note: XS2343534462

Reference is made to the above Notes issued by the Issuer under the Programme pursuant to the trust deed dated 16 April 2020 (the “Trust Deed”). Capitalised terms used but not defined herein shall be deemed to be defined as set forth in the base offering memorandum dated 16 April 2020 and the first supplemental offering memorandum dated 8 June 2020.

Further reference is made to the announcements by Euroclear and Clearstream dated 3 February 2023 (as updated on 8 February 2023) and 6 February 2023, respectively, that with immediate effect Euroclear and Clearstream are no longer accepting nor processing RUB payments. Under the Conditions (as defined in the Trust Deed), this is being treated as Euroclear and Clearstream having made an effective U.S. dollar currency election (as set out below) on behalf of each of the respective Noteholders holding through them, since no other payment is possible.

The Conditions (as defined in the Trust Deed) provide the ability for Noteholders (or any of them), through the notification procedures of Euroclear and/or Clearstream, on or before the tenth Business Day prior to an Interest Payment Date or any date for the repayment of principal of the relevant notes, to give an irrevocable election to the Principal Paying Agent to receive such payment in U.S. dollars (the “U.S. dollar currency election”). As of today’s date, Euroclear and Clearstream are still not accepting nor processing RUB payments, and as such are deemed to have given such notice on behalf of all Noteholders with respect to all Interest Payment Dates until further notice.

In accordance with Condition 13 (Notices) of the Trust Deed, the Principal Paying Agent for each of the respective Notes shall upon request provide to the Noteholders the Exchange Amount and the U.S. Dollar Amount applicable to the respective Interest Payment Dates.

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, expectations regarding the U.S. dollar currency election. 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 does not undertake to publicly update, except as required by U.S. federal securities laws and except as set forth above, any forward-looking statement to reflect events or circumstances after such date or to reflect the occurrence of unanticipated events.

Whilst the Trustee for the Notes approves the circulation of this notice to Noteholders for the purposes of clause 14.1(e) of the Trust Deed, the Trustee does not express or give any opinion as to the effectiveness, validity, or binding nature of any of the Issuer’s statements as set out in this notice, or the election notices purported to be served by Euroclear and Clearstream on behalf of Noteholders in respect of the U.S. dollar currency election for the purposes of the respective Conditions and Issuer's payment obligations in respect of the Notes.

About VEON
VEON is a global digital operator that currently provides converged connectivity and online services to over 160 million customers in six 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 7% of the world’s population. Headquartered in Amsterdam, VEON is listed on NASDAQ and Euronext Amsterdam. For more information visit: www.veon.com.

Contact Information
VEON
Investor Relations
Nik Kershaw
ir@veon.com

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