3Q22 Results and Portfolio Strategy
SUMMARY TERM SHEETS - 2023 NOTES (2/2)
Amendment to existing February 2023 and April 2023 Notes to extend
maturities by 8 months with a put right
► Inclusion of uncapped put right allows noteholders to receive cash repayment just after the Scheme becomes effective
VEON
Put Right
Put Right Start Date
•
The first business day following the Amendment Effective Date¹ under the Scheme
Put Right Period
•
14 calendar days
Put Right Deadline
•
14 calendar days following the first business day after the Amendment Effective Date¹ under the Scheme
Put Price
.
102% of the principal amount plus accrued and unpaid interest to (but excluding) the Settlement Date
2023 Notes
Put Right Conditions
Undertaking
Compliance by the Company with all applicable laws and regulations, including Sanctions laws and regulations
2023 Noteholders will need to comply with procedures specified in the Put Right Notice, in accordance with the
Amended 2023 Notes Trust Deeds, including (i) submission of an election notice to the settlement agent (if any, or
if not, to the Company); and (ii) delivery of the Amended 2023 Notes that are the subject of the put to the
Company's account
The Company will undertake pursuant to the Scheme and the amended 2023 Notes Trust Deeds not to, and to
procure that its Subsidiaries do not, and VEON Ltd and VEON Amsterdam B.V. will undertake pursuant to a deed
poll in the form appended to the Amended Explanatory Statement (the "Deed Poll") not to, tender for, redeem,
conduct open market purchases of, or make any other repurchases of, any notes until after the settlement of
each validly exercised Put Right, with the exception of (i) any tenders, redemptions, open market purchases or
other repurchases of notes by or through Russian depositary institutions made by PJSC VimpelCom and its
Subsidiaries and (ii) any purchase by any of them of notes acquired by PJSC VimpelCom or its Subsidiaries
pursuant to limb (i)
1.
As defined in the Scheme
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