3Q22 Results and Portfolio Strategy
EXECUTIVE SUMMARY (4/4)
Transaction Overview
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The Scheme launched by the Company proposes the following changes with respect to the 2023 Notes (together, the "Amendments"):
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VEON
An eight-month extension of the respective maturity dates of the February 2023 Notes and April 2023 Notes to October 2023 and December 2023
respectively;
An amendment excluding beneficial owners of the 2023 Notes who are the target of applicable sanctions laws or regulations that prohibit them
from dealing with the 2023 Notes from counting in the consent and quorum thresholds;
Payment of an amendment fee of 200bps payable on the 2023 Notes outstanding on their respective amended maturity dates; and
Inclusion of an uncapped put right in the trust deeds of the 2023 Notes exercisable from the first business day following the date on which the
Amendments to the 2023 Notes become effective for a period of 14 calendar days at a price equal to 102% of the principal amount plus accrued
but unpaid interest, subject to compliance with all applicable laws and regulations, including Sanctions laws and regulations (see details on page 32)
The Scheme is expected to enable the Amendments to be implemented upon obtaining the necessary majority consents (being a majority in number,
representing at least 75% by value of those beneficial owners of the 2023 Notes present and voting at the Scheme meeting, either in person or by
proxy)1
All actions taken in connection with the Amendments shall be in full compliance with all applicable sanctions laws and regulations², and any necessary
licenses and approvals issued by the competent sanctions authorities of the foregoing jurisdictions
The Scheme will include a standstill provision whereby if the Company (in its sole discretion) has determined to seek any sanctions licenses in
connection with the Amendments and any such license has not been granted by the time the Scheme is sanctioned, a standstill on enforcement
action shall commence and the principal amount of the 2023 Notes will be treated for all purposes as if it has not fallen due for payment³
Subject to the Amendments being successfully implemented, and completion of the Vimpel Com Disposal, the Group intends to use excess liquidity to
redeem financial liabilities to de-leverage and reduce its interest obligations
Any sanctioned beneficial owners of the 2023 Notes and sanctioned persons that may act as custodian for beneficial owners of the 2023 Notes will be excluded from participating in and voting on the Scheme
All actions taken in connection with the Amendments shall be in full compliance with all applicable sanctions laws and regulations, including any economic or financial sanctions laws or regulations as amended
from time to time, administered, enacted, or enforced by: the United States; the United Nations; the European Union or any member states thereof; the United Kingdom; Bermuda and other jurisdictions
applicable to the Group (excluding the Russian Federation and the Republic of Belarus), and any necessary licenses and approvals issued by the competent sanctions authorities of the foregoing jurisdictions.
The Scheme and Scheme Standstill would terminate on the earlier of (i) the date on which the Company issues a Required Licence Notice confirming that the Company has determined (in its sole discretion)
that the Scheme cannot be implemented in compliance with applicable laws, including, without limitation, Sanctions laws and regulations, (ii) the date the amendments to the 2023 Notes pursuant to the
Scheme become effective, or (iii) breaches by the Company of certain specified undertakings of the Company under the Scheme or of VEON Ltd. or VEON Amsterdam B.V. under the Deed Poll (in certain cases
subject to materiality and cure periods). The Amended Explanatory Statement also provides that the Standstill Period will terminate on 2 May 2023
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