VEON : 2023 Notes investor presentation

VEON

Investor Presentation

12 January 2023

DISCLAIMER (1/2)

This presentation has been prepared by VEON Ltd. ("VEON" and, together with its subsidiaries, the "Group") solely for informational purposes.

This presentation contains certain forward-looking statements. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "may" or "will" or, in each case, their negative or other variations or comparable terminology or by their context. These forward-looking statements include all matters that are not historical facts, and in particular those items indicated as targets, ambitions or expectations of future results. They appear in a number of places and include, but are not limited to, statements regarding the Group's intentions, beliefs or current expectations concerning, amongst other things, results of operations, financial condition, liquidity, prospects, growth and strategies. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. A multitude of factors including, but not limited to, changes in demand, activity in the financial markets, competition and technology or the regulatory environment, can cause actual events, performance or results to differ materially from any anticipated development. Forward-looking statements are not guarantees of future performance and the actual results of operations, financial condition and liquidity, and the development of the industry in which the Group operates, may differ materially from those made in or suggested by the forward-looking statements set out in this presentation. Past performance of the Group cannot be relied on as a guide to future performance. Forward-looking statements speak only as at the date of this presentation and the Group expressly disclaims any obligations or undertaking to release any update of, or revisions to, any forward-looking statements in this presentation. There can be no guarantee that any contemplated transactions or activities described in this presentation will occur on the terms described herein or at all.

Nothing in this presentation should be considered to be a forecast of future profitability or financial position of the Group and none of the information in this presentation is or is intended to be a profit forecast, dividend forecast or profit estimate. This presentation includes interim financial information based on VEON's management's reporting and that reflects the management's estimates based on information available as of the date this presentation. The financial information presented herein is not a comprehensive statement of the Group's financial results for the periods presented. In addition, the interim financial information presented herein has not been externally audited, reviewed or verified. VEON's actual results for the periods after the end of the fiscal year ending December 31, 2021 may differ materially from the financial information included herein. In addition, any future ambition figures included in this presentation are based on VEON's current geographic footprint and asset profile. Therefore, you should not place undue reliance upon such financial information.

This presentation does not constitute, and should not be construed as, part of any offer or invitation for the sale or purchase of securities or any businesses or assets described in it and it is not intended to provide the basis of any investment decision nor does it or is it intended to form the basis of any contract for acquisition of or investment in any member of the Group, financial promotion, or any offer or invitation in relation to any acquisition of or investment in any member of the Group in any jurisdiction, nor does it purport to give legal, tax or financial advice. Nothing herein shall be taken as constituting the giving of investment advice and this presentation is not intended to provide, and must not be taken as, the basis of any decision and should not be considered as a recommendation to acquire any securities of the Group. The recipient must make its own independent assessment and such investigations as it deems necessary. The information, statements and opinions contained in this presentation do not constitute a public offer under any applicable legislation or an offer to sell or a solicitation of an offer to buy any securities.

No representation or warranty, express or implied, is made or given, and no responsibility is accepted, by or on behalf of the Group or any of its shareholders, affiliates, directors, officers or employees or any other person as to the accuracy, adequacy, usefulness, completeness or fairness of the information or opinions contained in these materials or as to the reasonableness of any assumptions on which any of the information herein is based. This presentation is subject to change without notice, it may be incomplete or condensed and it may not contain all material information concerning the Group. The Group does not undertake any duty or obligation to update or revise this presentation or any forward-looking statement within it, whether as a result of new information, future events or otherwise. The Group shall have no liability to any party for the quality, accuracy, timeliness, continued availability, or completeness of any information contained in this presentation.

Developments with respect to applicable sanctions and export control laws and regulations following the date of this presentation could materially impact the transactions presented herein.	2

DISCLAIMER (2/2)

Important Notice

This presentation 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 presentation 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.

Elements of this presentation contain or may contain "inside information" as defined under the Market Abuse Regulation (EU) No. 596/2014.

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AGENDA

1. EXECUTIVE SUMMARY	P.5
2. 3Q22 HIGHLIGHTS	P.9
3. PORTFOLIO STRATEGY	P.20
4. FUTURE PERFORMANCE AMBITION	P.23
5. AMENDMENTS OBJECTIVES	P.28
6. AMENDMENTS OVERVIEW	P.30
7. PROCESS & TIMELINE	P.34
APPENDIX	P.36

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EXECUTIVE SUMMARY (1/4)

Background

• Over the past nine months, VEON Ltd. ("VEON" or together with its subsidiaries, the "Group") has successfully strengthened its liquidity position, and this will remain a key priority in the near term
• However, despite the resilient performance of its underlying operating companies, which are considered largely self-sustaining, VEON's ability to upstream cash for debt service is currently impaired by currency and capital controls in two of its major markets (Ukraine and Russia) and other geopolitical/FX pressures affecting emerging markets generally, including the countries in which the Group has operations
• In addition, the conflict between Russia and Ukraine and developments since February 2022 with respect to sanctions laws and regulations have resulted in unprecedented challenges for VEON, limiting access to the international debt capital markets in which VEON has traditionally refinanced maturing debt and so hampering its ability to refinance indebtedness. Without a change in the status quo, the situation is likely to remain challenging, including as a result of the withdrawal of VEON's credit ratings by rating agencies due to VEON's current exposure to Russia
• As a result of sanctions laws and regulations imposed on Russia, cash payments of both interest and principal amounts that either have already been made or will be made by VEON Holdings B.V. (the "Company") under its various RUB and USD notes (the "Notes") through the international clearing systems do not reach the beneficial owners of the Notes that are held directly or indirectly (through the chain of Russian depositaries) via the Russian
  National Settlement Depository (the "NSD" and, such owners, the "NSD Noteholders")
• • VEON understands that such cash payments are instead being blocked by the international clearing systems, as the international clearing systems are not making payments to the NSD, due to the European Union's targeting of the NSD, and possibly in response to United States and United Kingdom sanctions laws and regulations targeting Russia more broadly
• Given the Company believes a significant proportion of NSD Noteholders are among the holders of the 5.95% notes due February 2023 and 7.25% notes due April 2023 issued by the Company (together, the "2023 Notes"), any maturity payments made by the Company in respect of the 2023 Notes on their respective maturity dates are expected to result in an inefficient use of material sums of liquidity, due to the cash remaining blocked in the international clearing systems

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