VEF : Notice of Annual General Meeting in VEF Ltd.

Registered office Clarendon House 2 Church Street Hamilton HM11 Bermuda

Notice of Annual General Meeting in VEF Ltd.

Notice is hereby given to the holders of depository receipts in respect of shares in VEF Ltd., reg. no. 50298, with registered office in Hamilton, Bermuda ("VEF" or the "Company") that an Annual General Meeting (the "Meeting") of shareholders shall be held on Thursday, 6 May 2021 at 13:00 CEST at Advokatfirman Vinge's offices, Smålandsgatan 20, SE-111 46 Stockholm, Sweden.

Notice to attend etc.

Holders of depository receipts wishing to attend the Meeting shall:

1. be listedin the register of holders of depository receipts kept by Euroclear Sweden AB on Thursday, 29 April 2021; and
2. notifythe Company of the intention to attend the Meeting not later than Monday, 3 May 2021 by mail at the address Computershare AB, VEF Ltd. Annual General Meeting, Box 5267, SE-102 46 Stockholm, Sweden, by telephone [phone] or by e-mail to [e-mail]. The holder of depository receipts shall state his or her name, personal or company identification number, address as well as telephone number. If a holder of depository receipts intends to be represented by proxy, the name of the proxy holder shall be stated. Information submitted in connection with the notification will be computerised and used exclusively for the Meeting. See below for additional information on the processing of personal data.

Holders of depository receipts represented by proxyshall issue a dated and signed power of attorney for the proxy. If the power of attorney is issued on behalf of a legal entity, a certified copy of a registration certificate or a corresponding document for the legal entity shall be appended. The power of attorney in original and, where applicable, the registration certificate should be submitted to the Company by mail at the address set forth above well in advance of the Meeting. The form to use for a power of attorney can be found on www.vef.vc.

Holders of depository receipts who hold their receipts through nominees (Sw. förvaltare) must request a temporary registration of the voting rightsin order to be able to participate at the Meeting. Holders of depository receipts who want to obtain such registration must contact the nominee regarding this well in advance of Monday 3 May 2021.

Voting forms will be distributed to the holders who have complied with the above requirements and the voting formmust be brought to the Meeting.

This notice is also directed to holders of 2019 Plan Shares and 2020 Plan Shares and the same instructions for attending and registering for the meeting apply to such shareholders. To attend the Meeting, holders of 2019 Plan Shares and 2020 Plan Shares shall be listed in the register of members of the Company on Thursday, 29 April 2021.

Advance voting

Depository receipt holders may exercise their voting rights at the Meeting by voting in advance. VEF strongly encourages the depository receipt holders to use this option in order to minimize the number of participants attending the Meeting in person and thus contribute to limiting of the spread of the Corona virus(Covid-19).

A special form shall be used for advance voting. The form is available on the Company's website, www.vef.vc. A depository receipt holder exercising its voting right through advance voting does not need to submit a separate notification of participation to the Meeting. The form for advance voting constitutes a valid notification of participation.

The completed form must be submitted to VEF no later than on Monday 3 May 2021. The completed form shall be sent to the address stated under "Notice to attend etc." above. A completed form may also be submitted electronically and is to be sent to [e-mail]. If the depository receipt holder is a legal entity, a certificate of registration or equivalent authorization documents shall be enclosed to the form. The same apply if the depository receipt holder votes in advance through proxy. The depository receipt holder may not supply the advance vote with special instructions or conditions. If so, the vote is invalid.

Further instructions and conditions are included in the form for advance voting.

Information in relation to the Corona virus (Covid-19)

In view of the recent developments of the spread of the Corona virus (Covid-19), VEF has taken certain precautionary measures in relation to the Meeting. VEF strongly encourages the depository receipt holders to exercise their voting rights at the Meeting by voting in advance in order to minimize the number of participants attending the Meeting in person and thus contribute to limiting of the spread of the Corona virus(Covid-19). The measures are being taken to reduce the risk of spread of contagion.

• Depository receipt holders should carefully consider the possibility to vote in advance, please see above, as well as the possibility of participating by way of proxy. Depository receipt holders who display symptoms of infection (dry cough, fever, respiratory distress, sore throat, headache, muscle and joint ache), have been in contact with people displaying symptoms, have visited a risk area, or belong to a risk group, are in particular encouraged to utilize such possibility. A form for advance voting and proxy form is available on the Company's website, www.vef.vc.
• No external guests will be invited.
• No refreshments will be served prior to or after the Meeting.
• The Managing Director will not hold any presentation at the Meeting. The depository receipt holders will instead be invited to a telephone conference and webcast presentation on or around April 28, 2021, where they will have opportunity to ask the Managing Director and Chairman of the Board questions.
• The Meeting will be conducted in the shortest possible time without limiting the rights of the depository receipt holders.
• Kindly review the information and recommendations issued by the Swedish Public Health Authority (Sw.Folkhälsomyndigheten).

The continued spread of the Corona virus (Covid-19) and its effects are still difficult to assess with certainty and VEF is closely following the developments. If any further precautionary measures in relation to the Annual General Meeting must be taken, information thereof will be published on the Company's website, www.vef.vc.

Proposed agenda

1. Election of Chairman for the Meeting.
2. Preparation and approval of voting list.
3. Approval of the agenda.
4. Election of one or two persons to check and sign the minutes.

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1. Resolution that the Meeting has been duly convened.
2. Presentation of the annual report and the auditor's report as well as the consolidated annual report and the consolidated auditor's report.
3. Resolution in respect of
4. 1. the adoption of the profit and loss account and the balance sheet as well as the consolidated profit and loss account and the consolidated balance sheet; and
   2. the appropriation of the Company's results according to the adopted balance sheet.
5. Determination of the number of Directors and auditors.
6. 1. determination of the number of Directors; and
   2. determination of the number of auditors.
7. Determination of remuneration to the Directors and the auditors.
8. 1. determination of remuneration to the Directors; and
   2. determination of remuneration to the auditors.
9. Election of Directors, chairman and auditors.

1. Election of Directors.
2. 1. Lars O Grönstedt(re-election);
   2. Per Brilioth(re-election);
   3. Allison Goldberg(re-election);
   4. Ranjan Tandon(re-election);
   5. David Nangle(re-election); and
   6. Hanna Loikkanen(new-election).
3. Election of chairman.
4. 1. Lars O Grönstedt(re-election).
5. Election of auditors.
6. 1. PricewaterhouseCoopers AB(re-election).

1. Resolution to approve the procedure of the Nomination Committee.
2. Resolution regarding guidelines for remuneration to members of the management team and the Board of Directors.
3. Resolution regarding long term incentive program.
4. 1. adoption of LTIP 2021;
   2. amendment of the Company'sBye-Laws; and
   3. issue incentive shares to participants in LTIP 2021.
5. Resolution regarding issue of shares as part of LTIP 2018.
6. Resolution regarding authorization for the Board of Directors to issue new shares.
7. Closing of the Meeting.

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Chairman for the Meeting (item 1)

The Nomination Committee consisting of Evert Carlsson (Swedbank Robur Fonder), Jake Hennemuth (Acacia Partners), Vipul Pandey (Libra Advisors) and Lars O Grönstedt (Chairman of the Board), proposes that Jesper Schönbeck, member of the Swedish Bar Association, or the one proposed by the Nomination Committee if he has an impediment to attend, is elected as Chairman for the Meeting.

The appropriation of the Company's results (item 7b)

The Board of Directors proposes that no dividend is paid to the shareholders and that the Company's results are brought forward.

Election of Directors and auditors etc. (items 8-10)

The Nomination Committee proposes:

• that the Board of Directors shall consist of six (6) Directors without any deputy members;
• that the number of auditors shall be one (1) registered auditing firm;
• re-electionof the current Directors, Lars O Grönstedt, Per Brilioth, Allison Goldberg, Ranjan Tandon and David Nangle, and election of the new Director Hanna Loikkanen, all for the period until the end of the next Annual General Meeting;
• that the Meeting appoints Lars O Grönstedt to be Chairman of the Board of Directors;
• a total Board remuneration is awarded in the amount of SEK 3,000,000, of which SEK 1,000,000 shall be allocated to the Chairman of the Board and SEK 500,000 to each of the other Board members who are not employed by the Company. It is further proposed that an additional remuneration of SEK 200,000 per committee be awarded to the committee members of maximum two committees, in the event the Board decides to establish Board committees. Such remuneration shall be divided between the committee members of each committee and may not be more than SEK 100,000 per committee member; and
• that the Company's auditor, the registered audit company PricewaterhouseCoopers AB bere-elected until the end of the next Annual General Meeting and remunerated upon approval of their invoice.

Hanna Loikkanen

Hanna Loikkanen is a Finnish national, born 1969. Ms. Loikkanen has a Master of Economics and Business Administration from Helsinki School of Economics and Business Administration. Hanna Loikkanen started her career in 1995-1998 at Merita Bank in Russia, where she was Vice President and Chief Representative for the St. Petersburg Office. She has spent most of her early career after that and until 2007 working within the financial services industry at SEB where she was responsible for the Russia debt portfolio, various positions at Nordea Finance in Poland, Latvia and Finland and at FIM Group (later Glitnir Banki Hf), a private Finnish Brokerage and Asset Management company, were she set up the Russian operations, Equity Brokerage and Corporate Finance, and was the CEO of FIM Financial Services in Moscow. Most recently she has held various positions, such as Head of the Russian private equity practice and Senior Advisor, at East Capital where she was between 2007-2019. Hanna Loikkanen has vast board experience and is currently a member of the boards of Finnfund, a Finnish state-owned development financier, investing in responsible and sustainable businesses in developing countries, Bank of Georgia, Rosbank in Russia and T&B

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Capital Oy, a private Finnish wealth management company. Previously she has been a board member of a number of private banks and financial services companies in Russia, as well as at BGEO Holding Ltd, an LSE listed company owning the largest bank and the largest integrated insurance and healthcare company in Georgia, and PayiQ Oy, a Finnish fintech start-up.

For information about the current Directors proposed for re-election, please see the Company's website, www www.vef.vc.

Nomination committee (item 11)

The Nomination Committee proposes that the Meeting shall resolve to adopt principles for the appointment of a Nomination Committee for the Annual General Meeting 2022 in accordance with the following.

A Nomination Committee shall be convened by the Chairman of the Board and comprise of up to four members appointed by the largest holders of depository receipts of the Company and the Chairman of the Board. The ownership shall be based on the statistics from Euroclear Sweden AB over holders of depository receipts as per the last business day in August 2021. The names of the members of the Nomination Committee shall be announced as soon as they have been appointed, which shall be no later than the last business day in September 2021. In case of a material change in ownership prior to completion of the work to be performed by the Nomination Committee, it shall be possible to change the composition of the Nomination Committee. The Nomination Committee's mandate period extends up to the appointment of a new Nomination Committee. The Nomination Committee shall appoint a Chairman among them. If the representatives cannot agree upon appointment of a Chairman, the representative representing the holder of depository receipts with the largest number of votes shall be appointed as Chairman. The Nomination Committee shall prepare proposals for the following decisions at the Annual General Meeting in 2022: (i) election of the Chairman for the Meeting, (ii) election of the members of the Board, (iii) election of the Chairman of the Board of Directors, (iv) remuneration to the members of the Board, (v) election of the Company's auditor (vi) compensation to the Company's auditor, and (vii) proposal for how to conduct the nomination process for the Annual General Meeting in 2023.

Resolution regarding guidelines for remuneration to members of the management team and the Board of Directors (item 12)

The Board of Directors proposes that the Meeting resolves to adopt guidelines for remuneration to members of the management team and the Board of Directors in accordance with the following.

The guidelines shall apply to the members of the management team and the Board of Directors of the Company. The guidelines shall apply to remuneration already agreed upon, and changes to already agreed remuneration, after the guidelines have been adopted. The guidelines do not cover remuneration resolved by the general meeting.

The guidelines' promotion of the Company's business strategy, long-term interests and sustainability

The Company's business strategy is to use its experience, expertise and a widespread network to identify and invest in assets with considerable potential for value appreciation. The sector mandate is broad and the proposition is to create shareholder value by investing in assets that are associated with risks which VEF is well-equipped to manage. Such typical risks include corporate governance risks, liquidity risks and operational risks.

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