3Q22 Results and Portfolio Strategy slide image

3Q22 Results and Portfolio Strategy

EXECUTIVE SUMMARY (3/4) Transaction Rationale VEON The scheme of arrangement in England (the "Scheme") launched by the Company on 24 November 2022 proposes an eight-month extension to the respective maturity dates of the 2023 Notes, together with certain other amendments to the terms of the 2023 Notes and related trust deeds The Scheme represents the culmination of more than six months of discussions between the Group and its advisers during which they have considered multiple different potential transaction structures. It also incorporates recent feedback received from various noteholders. If the status quo were to continue, the options available to it would be significantly constrained by the current and evolving political situation, international sanctions laws and Russian regulations. In these circumstances, the Group has concluded that a short-term extension of the maturity of the 2023 Notes represents the best option available to the Group and its stakeholders, as it will provide the Group with additional time to pursue a number of strategic transactions The Amendments (as defined on the following page) will allow the Group time to conclude the agreed sale of its Russian subsidiary, PJSC VimpelCom ("VimpelCom"), as announced separately (https://www.veon.com/media/media-releases/2022/veon-ltd-press-release-24-11-2022/) (the "VimpelCom Disposal"), which is expected to be completed in early June 2023 (subject to receipt of required regulatory approvals and satisfaction of customary closing conditions) Under the sale agreement for the VimpelCom Disposal, VEON will receive total consideration of RUB 130bn (approximately USD 2.1bn¹). Subject to receipt of the necessary licenses and/or approval from competent sanctions authorities, it is expected that the total consideration will be paid primarily by PJSC VimpelCom taking on and discharging certain notes issued by the Company, thus significantly deleveraging VEON's balance sheet The Group considers that the Vimpel Com Disposal would represent the single-most material deleveraging action available to the Group, which will at the same time increase the prospect of future access to international debt capital markets, which are currently not available to the Group The Amendments (as defined on the following page), together with the deleveraging described above, are also expected to curtail the inefficient use of cash which would result from the payments on the NSD-held portion of the 2023 Notes being trapped in the international clearing systems and the principal amount of the 2023 Notes held through Russian depositaries being repaid by both the Company and PJSC VimpelCom due to the European Union's sanctions targeting the NSD, and possibly in response to United States and United Kingdom sanctions laws and regulations targeting Russia more broadly It will also provide short term stability and further optionality to implement the asset monetisation strategy underpinning VEON's objectives to further reduce leverage and maximize its stakeholders' returns 7 1. Converted at illustrative exchange rate of 60.5043 RUB/USD (Central Bank of Russia FX rate as of 24 November 2022) 2. Subject to receipt of all requisite regulatory approvals, licenses from relevant government authorities and any required approvals from VEON creditors
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