VEON announces plans to form new UK parent company, Access Evolution

Amsterdam-VEON Ltd. (NASDAQ and Euronext Amsterdam: VEON), a leading global provider of connectivity and internet services, today announced plans to relocate its group’s parent company to the UK, with the introduction of a new UK limited company as the ultimate holding company of the VEON Group (the “New UK Parent Company”). The new UK parent company is expected to replace VEON Ltd. (a company incorporated in Bermuda) as the ultimate parent company of the VEON Group by way of a plan of arrangement approved by the Bermuda Court.

The proposal represents a move away from Bermuda incorporation in the UK, 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 in the place of incorporation of the ultimate holding company should allow VEON and its operating subsidiaries to operate more efficiently in its markets, in order to better position the VEON group for the future. It is expected that this change will also provide the Company with the necessary flexibility with respect to current and future tightening of regulatory requirements in many of its operating markets, including Russia, which recently introduced new legislation introducing certain conditions for companies participating in Russian state and municipal tenders or supply contracts.

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

VEON Ltd. will issue a notice calling a general meeting of its shareholders to obtain their approval for the proposed move and intends to seek approval of a plan of arrangement from the Supreme Court of Bermuda. VEON does not expect these changes to have a material impact on its financial operations or cause changes to its day-to-day operations. As part of these transactions, the ordinary shares and American Depositary Shares (ADS) of VEON Ltd. are expected to be exchanged on a 1 for 1 basis for ordinary shares and ADSs, respectively, of 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 ticker symbol VEON current. VEON is expected to continue to be subject to the reporting requirements of the Netherlands Authority for the Financial Markets (AFM) and the United States Securities and Exchange Commission (SEC).

“The establishment of our new group parent company in the UK is another positive step as we continue to evolve the governance of our group. This is especially appropriate given the international nature of VEON and the current climate of tightening regulatory requirements across the globe,” said Gennady Gazin, President of VEON.

A Q&A document will be posted shortly on VEON’s website in the Investor Relations section. This document can be found at the following URL –

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