VEON 20F 2023 Annual report | VEON Filing

Exhibit 3.2

VOTING AGREEMENT

BETWEEN

VEON HOLDINGS B.V.

VEON LTD.

and

THE COVERED PERSONS SIGNATORY HERETO

Dated as of September 10, 2024

This Voting Agreement, dated as of September 10, 2024 (as amended,

supplemented, waived or otherwise modified from time to time in accordance with its terms, this

“Agreement”), among VEON Holdings B.V., a private limited liability company (besloten

vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands

(registration number 34345993) (“VEON Holdings”), VEON Ltd., an exempted company limited

by shares incorporated and existing under the laws of Bermuda with registration number 43271

(“VEON Ltd.”), and the Covered Persons (hereinafter defined).

WITNESSETH:

WHEREAS on or about 1 March 2024, VEON Ltd. issued 92,459,532 common shares

of nominal value US$0.001 each in the capital of VEON Ltd. (the “Common Shares”) to VEON

Holdings, in respect of share awards made or to be made to employees, managers and directors of

VEON Ltd. and its Subsidiaries under current and future share incentive plans of VEON Ltd. (the

“Share Incentive Plans”, and such Common Shares held by VEON Holdings being referred to in

this Agreement as the “Covered Shares”), and with a view to VEON Holdings satisfying such

share and incentive awards on behalf of VEON Ltd.

WHEREAS, the Covered Persons have agreed to the voting of their Covered

Shares in line with the provisions of this Agreement.

VEON Ltd. is party to this Agreement to acknowledge the rights of the Covered

Persons to cause VEON Holdings to vote the Covered Shares in accordance with the provisions of

this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual

agreements, covenants and provisions herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND OTHER MATTERS

Section 1.1. Definitions. The following words and phrases as used herein shall have the following

meanings, except as otherwise expressly provided or unless the context otherwise requires:

(a)This “Agreement” shall have the meaning ascribed to such term in the preamble.

(b)“Applicable Community Property Laws” means the applicable marital property ownership

regime relevant to the home domicile of or otherwise applicable to a Covered Person.

(c)“Attorney-in-Fact” has the meaning ascribed to such term in Section 2.2(b).

(d)“Award Date” means, in respect of a Covered Person, the date on which that Covered

Person signs this Agreement or the Reg S Certificate in respect of his Covered Shares, whichever

date is later, and “Award Date” shall be read as such in respect of each separate Covered Person,

and in respect of each separate award of Common Shares to that Covered Person;

(e)A “beneficial owner” of a security includes any person who, directly or indirectly, through

any contract, arrangement, understanding, relationship or otherwise, has or shares: (i) voting

power, which includes the power to vote, or to direct the voting of, such security and/or (ii)

investment power, which includes the power to dispose, or to direct the disposition of, such

security, but for purposes of this Agreement a person shall not be deemed a beneficial owner of

Common Shares solely by virtue of the possession of the legal right to vote securities under

applicable law (such as by proxy, power of attorney or appointment as corporate representative).

(f)“Board of Directors” shall mean the Board of Directors from time to time of VEON Ltd.

(g)“Collated Votes” shall have the meaning ascribed to such term in Section 3.1(a).

(h)“Common Shares” shall have the meaning ascribed to such term in the preamble.

(i)“Company” shall mean VEON Ltd., together with its Subsidiaries from time to time including,

without limitation, VEON Holdings.

(j)“Continuing Provisions” shall have the meaning ascribed to such term in Section 5.1(b).

(k)“Covered Persons” shall mean those persons, other than VEON Holdings, who are from time-

to-time parties to this Agreement and whose names and Covered Shares are detailed on the

Covered Persons List.

(l)"Covered Persons List” means the list of Covered Persons maintained and updated by VEON

Ltd. and VEON Holdings in respect of awards made under the Share Incentive Plans and

detailing their Covered Shares from time to time.

(m)A Covered Person’s “Covered Shares” shall mean any Common Shares awarded to such

Covered Person under, pursuant to or otherwise in connection with the Share Incentive Plans,

as previously issued by VEON Ltd. to VEON Holdings on and subject to the terms of the

custodial arrangements herein, and beneficially owned by such Covered Person at the time in

question. A Covered Person “acquires” Covered Shares when such Covered Person first

acquires beneficial ownership of or beneficial title to such Covered Shares.

(n)“Holdings Board” means the management board (or equivalent body with governance

authority) of VEON Holdings from time to time, including any directors, officers, authorized

signatories, delegates, or attorneys-in-fact for the time being thereof.

(o)A “person” shall include, as applicable, any individual, estate, trust, corporation, company

(whether limited or unlimited), partnership, limited partnership, limited liability company,

foundation, association or other entity.

(p)“Reg S Certificate” means the certificate executed or to be executed and delivered to VEON

Ltd by each Covered Person, in which the Covered Person represents and warrants, among

other things, that he is not a U.S. Person, and that he understands and agrees to the relevant

U.S. restrictions in relation to the Common Shares to be received by him;

(q)“Share Incentive Plans” shall mean all of VEON Ltd.’s existing and future equity incentive-

based compensation plans and any of them.

(r)“Sole Beneficial Owner” shall mean a person who is the beneficial owner of Covered Shares,

who does not share beneficial ownership of such Covered Shares with any other person (other

than pursuant to this Agreement or Applicable Community Property Laws) and who is the

only person (other than pursuant to Applicable Community Property Laws) with a direct

economic interest in the Covered Shares.

(s)“Subsidiary” shall mean any person in which VEON Ltd. owns, directly or indirectly, at least a

majority of the equity, economic or voting interest or has the ability to appoint a majority of

the board of directors (or equivalent management structure) for such person.

(t)“Transfer” shall mean any sale, transfer, assignment, pledge, hypothecation or other

disposition, whether direct or indirect, whether or not for value, and shall include any

disposition of the economic or other risks of ownership of Covered Shares, including short

sales of securities of VEON Ltd., option transactions (whether physical or cash settled) with

respect to securities of VEON Ltd., use of equity or other derivative financial instruments

relating to securities of VEON Ltd. and other hedging arrangements with respect to securities

of VEON Ltd.

(u)“Transfer Date” means the date on which the Transfer of Covered Shares to a depositary in

connection with the listing of the Covered Shares on a securities exchange, is initiated, and

which date shall be on the day after the one-year anniversary of the Award Date; provided,

however, that this date may be delayed at the discretion of VEON Holdings by (i) a maximum

of an additional 40 days from the aforementioned day, in order to allow for the Transfer of a

consolidated block of Covered Shares or (ii) indefinitely in the event the Covered Person has

not provided the documentation required for the Transfer of Covered Shares; and “Transfer

Date” shall be read as such in respect of each separate Covered Person, and in respect of each

separate award of Common Shares to that Covered Person;

(v)“Transfer Restrictions” shall have the meaning ascribed to such term in Section 2.1(a).

(w)“VEON Ltd.” shall have the meaning ascribed to such term in the preamble hereto.

(x)“vote” shall include, without limitation, actions taken or proposed to be taken by written

consent.

(y)“Voting Proxy” shall have the meaning ascribed to such term in Section 3.1(b).

Section 1.2. Gender. For the purposes of this Agreement, the words “he,” “his” or “himself” shall

be interpreted to include the masculine, feminine and corporate, other entity or trust form.

Section 1.3 Articles, Sections, Schedules. In this Agreement, references to an Article, Section,

Schedule, Appendix, or Annexures are to the articles, sections, schedules, appendices and/or

annexures of and to this Agreement.

ARTICLE II

LIMITATIONS ON TRANSFER OF SHARES

Section 2.1. Transfer Restrictions. By executing this Agreement, each Covered Person and

VEON Holdings acknowledge and agree that such Covered Person shall at all times be deemed to

be the Sole Beneficial Owner of such Covered Person’s Covered Shares from the Award Date until

the Transfer Date (such requirements with respect to ownership of Covered Shares, collectively,

the “Transfer Restrictions”).

Section 2.2. Registration of Covered Shares; Appointment of Attorney-in-fact.

(a)Each Covered Person understands, acknowledges and irrevocably agrees that all Covered

Shares beneficially owned by such Covered Person shall be registered in the name of VEON

Holdings on the register of members of VEON Ltd. from the Award Date until the Transfer Date.

(b)By his signature hereto, each Covered Person hereby irrevocably and severally appoints

each member of the Holdings Board as his true and lawful attorney- in- fact (each an “Attorney-in-

Fact”) to assign, endorse and register for transfer into VEON Holding’s name or deliver to VEON

Holding any such Covered Shares which are not so registered or so held, as the case may be,

granting to such attorneys, and each of them, full power and authority to execute such documents

(including any deeds), do and perform each and every act and thing whatsoever that such attorney

or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this

paragraph (b) of this Section 2.2 as such Covered Person might or could do personally, hereby

ratifying and confirming all acts and things that such attorney or attorneys may do or cause to be

done by virtue of this power of attorney.

(c)During the period commencing on the Award Date and ending on the Transfer Date,

whenever VEON Holdings, as registered holder of the Covered Shares, shall receive any dividend

or other distribution in respect of any Covered Shares, the Holdings Board shall, subject always to

compliance with applicable law, take all commercially reasonable steps to effect the prompt

distribution of such dividend or distribution to the beneficial owner of such Covered Shares, net of

any tax withholding amounts required to be withheld by VEON Holdings.

(d)Each Covered Person understands and acknowledges that VEON Ltd. does not intend to

issue any share certificate representing Covered Shares beneficially owned by such Covered

Person prior to the Transfer Date.

(e)Each Covered Person irrevocably acknowledges and agrees that the Board of Directors may

refuse to register a transfer of Covered Shares subject to Transfer Restrictions except in

compliance with this Agreement and applicable law (including, but not limited to, Applicable

Community Property Laws to the extent relevant).

ARTICLE III

VOTING AGREEMENT

Section 3.1. Vote of Covered Persons.

Prior to the collation of votes of the shareholders of VEON Ltd. at a general meeting of VEON

Ltd., VEON Holdings shall:

(a)within three (3) business days of receipt of the form of proxy from VEON Ltd. in respect of

the matters to be considered by VEON Ltd. shareholders of record at such general meeting,

forward the form of voting proxy received from VEON Ltd. (a “Voting Proxy”) to each

Covered Person, with a request that each Covered Person indicate the votes attaching to

their Covered Shares on such Voting Proxy, and return the Voting Proxy to the Holdings

Board no later than five (5) business days before the date for return of votes to VEON Ltd.

ahead of the general meeting;

(b)collate the results of the Voting Proxies received from Covered Persons (“Collated Votes”);

and

(c)return a consolidated Voting Proxy to VEON Ltd. detailing the Collated Votes, no later than

one (1) business day before the due date for return of proxy votes as specified by VEON

Ltd., to ensure that the Collated Votes attributable to the Covered Shares are validly cast and

counted at the general meeting of VEON Ltd.

Section 3.2Transfer after record date for general meeting

For the avoidance of doubt, where the record date for a general meeting of registered holders of

VEON Ltd. shares is announced and the Transfer Date falls after such record date but prior to the

date of the general meeting, the provisions of Sections 3.1 and 3.3 of this Agreement shall apply

and the Covered Shares shall be voted by the Holdings Board submitting a Voting Proxy as

provided herein.

Section 3.3Submission of votes by Attorney-in-Fact.

(a)By his signature hereto, each Covered Person:

(i)hereby irrevocably instructs each member of the Holdings Board, as his duly

authorized Attorney-in-Fact, to collate and submit a Voting Proxy in respect of their

Covered Shares in accordance with the provisions of Section 3.1, and otherwise in

the name and on behalf of the Covered Person to act with respect to all of the

Covered Person’s Covered Shares, as fully, to the same extent and with the same

effect as such Covered Person might or could do as a registered shareholder of a

Bermuda company;

(ii)(subject always to the provisions of Section 3.3(a)(iii), below) hereby authorizes

each member of the Holdings Board, as his Attorney-in-Fact, to vote the Covered

Shares on such other matters as may come before a meeting of shareholders of

VEON Ltd. or any adjournment thereof in their absolute discretion;

(iii)in circumstances where the Covered Person did not submit a Voting Proxy in respect

of their Covered Shares whether in time, or at all, hereby authorizes each member of

the Holdings Board, as his Attorney-in-Fact, to vote all of the Covered Persons’s

Covered Shares on their behalf in accordance with the recommendation of the Board

of Directors.

Each such Covered Person hereby affirms that the delegation of authority and instructions to each

Attorney-in-Fact granted in Section 3.3(a)(i) above is given as a term of this Agreement and as such

is coupled with an interest and is irrevocable during the period beginning on the Award Date and

ending on Transfer Date.

Section 3.4Acknowledgment and Undertaking of VEON Ltd.

VEON Ltd. hereby acknowledges and accepts the rights of the Covered Persons to direct the

Holdings Board to vote the Covered Shares in accordance with Sections 3.1, 3.2 and 3.3 above, and

irrevocably undertakes to each Covered Person to:

(a) notify the Holdings Board of its voting recommendation(s) in circumstances where the

Covered Person did not submit a Voting Proxy in respect of their Covered Shares (whether

in time or at all);

(b)record the Collated Votes submitted to VEON Ltd. by VEON Holdings on a Voting Proxy

by the Holdings Board (as Attorney-in-Fact);

(c)acknowledge receipt of such Collated Votes to VEON Holdings in accordance with the

provisions of Section 5.7; and

(d)to aggregate such Collated Votes with the votes of all other registered holders of record of

Common Shares voting at the general meeting.

Section 3.5No Fiduciary Obligation.

(a)Except as otherwise provided in this Agreement, all determinations necessary or advisable

under this Agreement (including determinations of beneficial ownership) shall be made by the

Holdings Board, whose determinations absent manifest error shall be final and binding.

(b)Each Covered Person irrevocably acknowledges and agrees that, in executing their

obligations under this Agreement, each member of the Holdings Board is acting in the capacity as

duly authorized representative of the Covered Person and not as directors or officers of VEON

Holdings or VEON Ltd. and in so acting or failing to act shall not have any fiduciary duties to

VEON Holdings, VEON Ltd. or the Covered Persons whether by virtue of the fact that one or more

of such members may also be serving as a director or officer of VEON Holdings or otherwise. Each

Covered Person consequently acknowledges and agrees that acting in accordance with the

provisions of this Agreement does not constitute a conflict for a member of the Holdings Board in

any other capacity.

ARTICLE IV

OTHER AGREEMENTS OF THE PARTIES

Section 4.1. Indemnification and Expenses.

(a)VEON Holdings shall be responsible for all expenses incurred in the operation and

administration of this Agreement, including (where relevant) expenses of soliciting and collating

the Collated Votes, expenses incurred in preparing appropriate filings and correspondence with

VEON Ltd., Bank of New York Mellon (as Depositary), the United States Securities and Exchange

Commission or the Netherlands Authority for the Financial Markets (Autoriteit Financiële

Markten) or other securities regulators, lawyers’, accountants’, agents’, consultants’, experts’,

investment banking and other professionals’ reasonable fees, expenses incurred in enforcing the

provisions of this Agreement, expenses incurred in maintaining any necessary or appropriate

books and records relating to this Agreement and expenses incurred in the preparation of

amendments to and waivers of provisions of this Agreement.

Section 4.2. Adjustments to Common Shares; Representatives, Successors and Assigns.

(a)In the event of any change in the Common Shares by reason of share dividends, share splits,

reverse share splits, share consolidations, spin-offs, split-ups, recapitalizations, merger,

amalgamation, combinations, exchanges of shares and the like, the term “Covered Shares” shall

refer to and include the securities received or resulting therefrom, but only to the extent such

securities are received in exchange for or in respect of Covered Shares. The interpretation of

Section 2.1 and 2.2 shall be automatically adjusted to carry out the intent of such provision(s)

notwithstanding the changes, substitutions, exchange, or adjustment(s) to the Covered Shares.

(b)In the event of any business combination, merger, amalgamation, restructuring,

recapitalization or other extraordinary transaction directly or indirectly involving VEON Ltd. or

any of its shares or assets as a result of which the Covered Persons shall hold voting securities of a

different entity, the Covered Persons agree that this Agreement shall also continue in full force and

effect with respect to such voting securities of such other entity formerly representing or

distributed in respect of Common Shares, and the terms “Common Shares,” “Covered Shares,”

and “VEON Ltd.” and “Company,” shall refer to such voting securities formerly representing or

distributed in respect of Common Shares and such entity, respectively. The interpretation of

Section 2.1 and 2.2 shall be automatically adjusted to carry out the intent of such provisions,

notwithstanding the changes, substitutions, exchange, or adjustment(s) to the Covered Shares.

(c)This Agreement shall be binding upon and inure to the benefit of the respective legatees,

legal representatives, successors and assigns of the Covered Persons and VEON Holdings;

provided, however, that a Covered Person may not assign this Agreement or any of his rights or

obligations hereunder without the prior written consent of VEON Holdings, and any purported

assignment without such consent by a Covered Person shall be void.

Section 4.3. Further Assurances. Each Covered Person agrees for the benefit of every other

Covered Person to execute and deliver such additional documents (including any deeds) and take

such further action as may be reasonably necessary to effect the provisions of this Agreement.

ARTICLE V

MISCELLANEOUS

Section 5.1. Term of the Agreement; Termination of Certain Provisions.

(a)The term of this Agreement shall continue indefinitely, until terminated by VEON Holdings

which it may do so unilaterally provided that it no longer is the registered holder of any Covered

Shares.

(b)Unless this Agreement is theretofore terminated pursuant to Section 6.1(a) hereof, a

Covered Person shall continue to be bound by all the provisions of this Agreement until such time

as all (and not some) of his Covered Shares are Transferred to a depositary or into the name of that

Covered Person (or his duly appointed nominee). Thereafter, such Covered Person shall no longer

be bound by the provisions of this Agreement other than Sections 4.3, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7,

5.8, 5.9, 510 and 5.11 (the “Continuing Provisions”), and such Covered Person’s name shall be

removed from the Covered Persons List.

(c)Unless this Agreement is terminated pursuant to Section 5.1(a) hereof, the estate of any

Covered Person who dies shall from and after the date of such death be bound only by the

restrictions on transfer under applicable law, in the bye-laws of VEON Ltd., or otherwise imposed

by Section 2.1 hereof, the registration of title arrangements set out in Section 2.2, the voting

arrangements in Section 4.2 and the Continuing Provisions; and upon the receipt of Common

Shares, representing all of their Covered Shares, into the name of a depositary, their own account

or into the name of such beneficiary following the Transfer Date, the estate of such Covered

Person shall no longer be bound by the provisions of this Agreement (other than the Continuing

Provisions), and such Covered Person’s name shall be removed from the Covered Persons List.

Section 5.2. Amendments.

(a)Except as provided in Section 4.2 or this Section 5.2, any material provision of this

Agreement may be amended only by the affirmative vote of more than half of the votes represented

by the Covered Shares as at the date of such vote, and subject always to the agreement of VEON

Holdings.

(b)Each party hereto understands that from time-to-time certain other persons may become

Covered Persons and certain Covered Persons will cease to be bound by the provisions of this

Agreement pursuant to the terms hereof. Accordingly, each party hereto expressly acknowledges

and agrees that VEON Holdings may make minor amendments to this Agreement by action of the

Board Representatives from time to time and without the approval of any other person (save that

where such amendment would have a materially adverse effect on the protections of the Covered

Holders in respect of Covered Shares under this Agreement, a vote of the holders of Covered

Shares shall be required prior to effecting any such amendment in accordance with section 6.2(a)

of this Agreement), including, but not limited to for the purposes of (i) adding to the Covered

Persons List such persons as shall be made party to this Agreement by executing a counterpart of

the signature page of this Agreement, such addition to be effective as of the time of such execution

and (ii) removing from the Covered Persons List such persons as shall cease to be bound by the

provisions of this Agreement pursuant to Sections 6.1(b) or (c) hereof, which additions and

removals shall be given effect from time to time by appropriate changes to the Covered Persons

List.

(c)Any amendment to this Agreement approved in accordance with the terms hereof by the

Covered Persons as of an applicable record date shall be binding upon all persons who

subsequently become a party hereto.

Section 5.3. Waivers.

(a)Except as provided in this Section 5, any material provision of this Agreement may be

waived only by the affirmative vote of more than half of the votes represented by the outstanding

Covered Shares and with the approval of VEON Holdings.

(b)The failure of VEON Holdings or the Holdings Board at any time or times to require

performance of any provision of this Agreement shall in no manner affect the rights at a later time

to enforce the same. No waiver by VEON Holdings or the Holdings Board of the breach of any

term contained in this Agreement, whether by conduct or otherwise, in any one or more instances,

shall be deemed to be or construed as a further or continuing waiver of any such breach or the

breach of any other term of this Agreement.

Section 5.4. GOVERNING LAW AND JURISDICTION. THIS AGREEMENT SHALL BE

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF BERMUDA

AND THE COURTS OF BERMUDA SHALL HAVE EXCLUSIVE JURISDICTION IN

RESPECT HEREOF.

Section 5.5. Resolution of Disputes. The Holdings Board shall have the sole and exclusive power

to enforce the provisions of this Agreement and may, in their sole discretion, direct VEON

Holdings to pursue such enforcement.

Section 5.6. Relationship of Parties. The terms of this Agreement are not intended to create a

partnership or other separate entity for United States federal or state income tax purposes or under

the laws of any other jurisdiction. Nothing in this Agreement shall be read to create any

partnership, joint venture or separate entity among the parties or to create any trust or other

fiduciary relationship between them.

Section 5.7. Notices and Acknowledgments.

(a)Any communication, demand, acknowledgment or notice to be given hereunder will be duly

given (and shall be deemed to be received) when delivered in writing by hand or prepaid courier

service (receipt requested) or by electronic mail to a party at its address as indicated below:

If to a Covered Person,

c/o VEON Ltd. at Claude Debussylaan 88, 1082 MD Amsterdam, The Netherlands

Email: [redacted]

Attention: [redacted]

If to the Holdings Board,

c/o VEON Holdings BV, Claude Debussylaan 88, 1082 MD Amsterdam, The Netherlands

Email: [redacted]

Attention: [redacted]

and

If to VEON Ltd.,

C/o MQ Services Ltd., Victoria Place, 31 Victoria Street, Hamilton, HM10, Bermuda

Email: [redacted]

Attention: [redacted]

VEON Holdings shall be responsible for notifying each Covered Person of the receipt of a

communication, demand or notice under this Agreement relevant to such Covered Person, in

writing, at the address of such Covered Person then in the records of VEON Holdings (and each

Covered Person shall notify VEON Holdings of any change in such address for

communications, demands and notices) or by electronic mail to the principal electronic address

of such person maintained by VEON Ltd.

(b)Unless otherwise provided to the contrary herein, any notice which is required to be given in

writing pursuant to the terms of this Agreement may be given by email.

Section 5.8. Severability. If any provision of this Agreement is finally held to be invalid, illegal

or unenforceable, the remaining terms and provisions hereof shall be unimpaired.

Section 5.9. Right to Determine Tender Confidentially. In connection with any tender or

exchange offer for all or any portion of the outstanding Common Shares, subject to compliance

with all applicable restrictions on Transfer in this Agreement or any other agreement with VEON

Ltd. and/or VEON Holdings, each Covered Person shall have the right to determine confidentially

whether such Covered Person’s Covered Shares will be tendered in such tender or exchange offer.

Section 5.10. No Third-Party Rights. Nothing expressed or referred to in this Agreement will be

construed to give any person other than the parties to this Agreement any legal or equitable right,

remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This

Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the

parties to this Agreement and their successors and permitted assigns.

Section 5.11. Section Headings. The headings of sections in this Agreement are provided for

convenience only and will not affect its construction or interpretation.

Section 5.12. Execution in Counterparts. This Agreement may be executed (including executed

by electronic signature as permitted under the Electronic Transactions Act 1999) in any number of

counterparts, each of which shall be deemed an original, but all such counterparts shall together

constitute one agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed or caused to be duly executed

and delivered this Voting Agreement as a Deed as of the date first above written.

Executed and delivered as a Deed by VEON

Holdings B.V.

By /s/ Eline Goudeket

Name: Eline Goudeket

Title: Director People & Organization

Executed and delivered as a Deed by VEON Ltd.

By /s/ Asghar Jameel

Name: Asghar Jameel

Title: Group Head of People

[Signature blocks of Covered Persons to be set forth separately.]

Executed and delivered as a DEED by)

Kaan Terzioglu…………………………….)…/s/ Kaan Terzioglu………………………..

as holder of Covered Shares)(signature of Covered Person)

in the presence of an attesting witness:)

/s/Muhammad Talha…………… (witness signature)

Witness name: Muhammad Talha

Witness address: 1703, Index Tower, DIFC, Dubai

APPENDIX A

Extract from Covered Persons List


Employee Name	# of Share
Kaan Terzioglu	2,729,000

Positive
Negative
Uncertain
Constraining
Legalese
Litigous
Readability	H.S. junior Avg

VEON (VEON) 20-F2023 FY Annual report (foreign)

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