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6-K 1 form6-k2025agmmaterials.htm 6-K Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934

For the month of April 2025

Commission File Number 1-34694

VEON Ltd.
(Translation of registrant’s name into English)

Index Tower (East Tower), Unit 1703, Dubai (DIFC), United Arab Emirates
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o On March 31, 2025, the Registrant issued a press release, a copy of which is furnished hereto as Exhibits 99.1.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): o.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): o.







Information contained in this report

The press release announces the Registrant’s 2025 Annual General Meeting of Shareholders (“2025 AGM”). The official
notice of the 2025 AGM, ADS Voting Card and Appendix 1 (Director Candidate Biographies) sent to shareholders of record are attached hereto as Exhibit 99.2, 99.3, and 99.4 respectively.





EXHIBIT INDEX










SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

VEON LTD.
(Registrant)
Date: April 1, 2025
By: /s/ A. Omiyinka Doris
Name: A. Omiyinka Doris
Title: Group General Counsel

EX-99.1 2 veon2025agmpressrelease-.htm EX-99.1 veon2025agmpressrelease-
VEON Announces 2025 AGM and Board Nominees Dubai, March 31, 2025 – VEON Ltd. (Nasdaq: VEON), a global digital operator, (“VEON” or the “Company”), today announced that its Board of Directors (the “Board”) has set the date for the Company’s 2025 Annual General Meeting of Shareholders (the “AGM”) for May 8, 2025. The record date for the AGM has been set for March 31, 2025. The Board and its Remuneration and Governance Committee have recommended VEON’s seven current Board members for re-election at the AGM, including among them five nominees by statutory requisition from shareholders holding in excess of 5% of our issued share capital. The recommended nominees are Augie K Fabela II, Andrei Gusev, Sir Brandon Lewis, Duncan Perry, the 70th U.S. Secretary of State Michael R. Pompeo, Michiel Soeting, and Kaan Terzioglu, the Company’s current CEO. Commenting on the slate of director nominees, the Chairman of the Board and its Remuneration and Governance Committee Augie K Fabela II stated: "VEON’s exceptional performance over the past year shows that we are pursuing the right strategy. The VEON Board has a strong mix of skills and experience, and with several new members joining in 2024, we support continuity this year to build on our success and drive forward our strategic priorities." In addition to the election of Board members, the AGM agenda includes the re-appointment of UHY LLP as external auditor of the financial statements for the Company for the financial year ended December 31, 2025, as well as the receipt by shareholders of the report of the Company’s auditor and the audited financial statements of the Company for the financial year ended December 31, 2024. Further details on the Company’s AGM, including information on the re-appointment of UHY LLP, summary biographies on the slate of nominees seeking election to the Board, voting and procedural matters, will be made available through an official notice distributed by VEON to its registered shareholders of record prior to the meeting.


 
About VEON VEON is a digital operator that provides converged connectivity and digital services to nearly 160 million customers. Operating across six countries that are home to more than 7% of the world’s population, VEON is transforming lives through technology-driven services that empower individuals and drive economic growth. VEON is listed on Nasdaq. For more information visit: www.veon.com Disclaimer This release contains “forward-looking statements,” as the phrase is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts, and are inherently subject to risks and uncertainties, many of which VEON cannot predict with accuracy and some of which VEON might not even anticipate. The forward-looking statements contained in this release speak only as of the date of this release. VEON does not undertake to publicly update, except as required by U.S. federal securities laws, any forward-looking statement to reflect events or circumstances after such dates or to reflect the occurrence of unanticipated events. Contact information Hande Asik Group Director of Communications pr@veon.com


 
EX-99.2 3 a2025veonagmnotice-final.htm EX-99.2 a2025veonagmnotice-final
1 VEON Ltd. Victoria Place, 31 Victoria Street Hamilton HM10, Bermuda NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS Thursday 8 May 2025, at 9.00 am Eastern Daylight Time Registered office address: Victoria Place, 31 Victoria Street, Hamilton, HM10, Bermuda The meeting will be virtual only and will be held via electronic conferencing facilities.


 
2 Dear Shareholder, It is a pleasure to invite you to the 2025 Annual General Meeting of Shareholders (the “2025 AGM”) of VEON Ltd. (“VEON” or the “Company”). The board of directors of the Company (the “Board”) has resolved that the 2025 AGM will be held via video-conference on Thursday, 8 May 2025 at 9.00 am Eastern Daylight Time. The formal Notice convening the 2025 AGM is set out on pages 4 to 5 of this document. The record date for the 2025 AGM has been set as 31 March 2025. Under Bermuda law and the bye-laws of the Company adopted on 10 June 2021, as amended by special resolutions passed 29 June 2023 and 31 May 2024 (“Bye-laws”), only the registered holders of record of VEON common shares (“Shareholders”) at the close of business on the record date are entitled to vote at the 2025 AGM. Shareholder engagement is important to us. If you have any questions regarding this Notice, the 2025 AGM, the shareholder requisitions (as described below) you may contact Hande Asik at ir@veon.com. Shareholders will also be able to raise questions electronically at the meeting itself. Further information regarding the resolutions to be proposed at the 2025 AGM is set out on pages 8 and 9 of this document and page 3 of this document includes a statement in support of the director candidates (“Board-Approved Candidates”). We encourage you to read this information and the summary biographies of all candidates outlined in Appendix 1 carefully. As permitted under Bye-law 31.1, the 2025 AGM will be held virtually only. Further details of electronic participation will be forwarded to eligible Shareholders in due course but if a Shareholder has any questions on how to participate, please contact Hande Asik at ir@veon.com. The agenda of the meeting is as follows: 1. Receipt by Shareholders of the report of the Company’s auditor and the audited financial statements of the Company for the financial year ended 31 December 2024; 2. Re-appointment of UHY LLP (“UHY”) as external auditor of the financial statements for the Company for the financial year ended 31 December 2025 and confirming the authority of the directors to fix the remuneration of UHY and such other audit firms as shall be necessary for compliance with law and regulation applicable to the Company; 3. Election of individual directors to the Board, including (in accordance with section 79 of the Companies Act 1981 (as amended) (the “Act”)) the Shareholder-proposed resolutions, as further described below; and 4. Any other business which may properly come before the meeting or any adjournment of the meeting. The report of the auditor and the financial statements of the Company for the financial year ended 31 December 2024 prepared in accordance with the standards established by the Public Company Accounting Oversight Board (“PCAOB”) appear on the Investors page of the Company’s website at www.veon.com, as permitted by Bye-law 29.3. The re-appointment of UHY as auditor and confirming the authority of the Board to fix the remuneration of the auditor requires a simple majority of more than 50 per cent of the votes cast (the “Auditor Re-Appointment”). Voting on the election of all directors at the 2025 AGM will be by way of cumulative voting and information about the cumulative voting procedure is provided on page 10 of this document. Shareholders will be asked to allocate 7 votes for each share registered in their name amongst the candidates seeking election as directors at the 2025 AGM. Holders of record of ADSs (as defined below) will receive voting instructions from the depositary, noting always that each such ADS represents 25 VEON common shares. The Board, in conjunction with the recommendations of the Remuneration and Governance Committee, has proposed 7 candidates for appointment as directors of the Company at the 2025 AGM and includes candidates also proposed by


 
3 statutory requisition notices as detailed below. The proposals to appoint directors to the Board at the 2025 AGM are incorporated as voting proposals 2 through 8 in the below notice of 2025 AGM (the “Notice”). In connection with the appointment of directors at the 2025 AGM, the Company received statutory requisition notices from BNY (Nominees) Ltd. (“BNY”), the registered holder of common shares represented by American Depositary Shares (“ADSs”), and from L1T VIP Holdings S.à.r.l. (“L1”), a registered holder of common shares. The BNY requisition notice was delivered at the request of certain investors beneficially holding, in aggregate, 6.25% of our issued share capital. The L1 request represents a registered shareholding in excess of 45.5% of our issued share capital. In accordance with the Bye-laws and the relevant statutory provisions set out in the Act, registered shareholder(s) holding in excess of five per cent of the issued common share capital of VEON may propose resolutions to be tabled at the 2025 AGM. The BNY shareholder requisitions proposed the addition of Augie K Fabela II, and Michael R. Pompeo to the slate of directors seeking appointment at the 2025 AGM. The L1 shareholder requisitions proposed the addition of Brandon Lewis, Andrei Gusev and Duncan Perry. VEON Shareholders are requested to complete and return the proxy form enclosed with this Notice or the voting instruction form from the depositary (as relevant to how your shares are held) to ensure that their shares or ADSs are represented at the 2025 AGM. The Board recommends that Shareholders allocate their votes FOR the Auditor Re-Appointment and FOR each of the 7 candidates seeking election to the Board. The Board believes that these recommendations are in the best interest of both the Company and its shareholders as a whole. Thank you for your ongoing support of VEON. Yours sincerely, Augie K Fabela II Chairman


 
4 VEON Ltd. (the “Company”) NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS FOR 2025 (“Notice”) TO THE SHAREHOLDERS OF THE COMPANY: NOTICE is given that the 2025 Annual General Meeting of the shareholders of the Company (“2025 AGM”) will be convened electronically via video-conference on Thursday, 8 May 2025 at 9.00 am Eastern Daylight Time. At the 2025 AGM, a shareholder vote will be taken on the following proposals: 1. That the re-appointment of UHY LLP (“UHY”) as external auditor of the audited financial statements for the Company for the financial year ended 31 December 2025 be and is hereby approved in all respects, and that the Board be and is hereby authorized to fix the remuneration of UHY and such other audit firms as shall be necessary for compliance with law and regulation applicable to the Company. Board-Approved Candidates: 2. That Michiel Soeting be and is hereby appointed as a director of the Company. 3. That Kaan Terzioğlu be and is hereby appointed as a director of the Company. 4. That Augie K Fabela II be and is hereby appointed as a director of the Company. 5. That Michael R Pompeo be and is hereby appointed as a director of the Company. 6. That Brandon Lewis be and is hereby appointed as a director of the Company until the next annual general meeting of the Company or until his appointment is terminated in accordance with the Bye- laws of the Company. 7. That Andrei Gusev be and is hereby appointed as a director of the Company until the next annual general meeting of the Company or until his appointment is terminated in accordance with the Bye- laws of the Company. 8. That Duncan Perry be and is hereby appointed as a director of the Company until the next annual general meeting of the Company or until his appointment is terminated in accordance with the Bye- laws of the Company. Other Business: 9. Any other business which may properly come before the meeting or any adjournment of the meeting. If any other matter properly comes before the meeting or any adjournment of the meeting, the persons named in the proxy form and voting instruction for the meeting will vote the shares represented by all properly executed proxies and voting instructions in their discretion. The Board has set 31 March 2025 as the record date for the 2025 AGM. This means that only those persons who are registered holders of VEON common shares (the “Shareholders”) at the close of business on that record date will be entitled to receive notice of the 2025 AGM and to attend and vote at the meeting and any adjournment of the meeting. As permitted under Bye-law 31.1, the 2025 AGM will be held virtually. Shareholders are kindly asked not to attend the 2025 AGM physically and anyone seeking access to the Company’s offices will be turned away.


 
5 Information about the candidates seeking nomination to the VEON Board is set out in Appendix 1 accompanying this notice. By Order of the Board Marlies Smith Secretary Dated: 2025


 
6 Record Date and Voting Only registered holders of record of the Company’s common shares will be entitled to vote at the 2025 AGM or any adjournment or postponement of the meeting. You are the registered holder of record of the Company’s common shares if your common shares are registered in your name on the Company’s register of members at the close of business on the record date for the meeting, which is 31 March 2025. Holders of record of the Company’s common shares will receive a proxy form from the Company, which must be duly executed before a notary public and thereafter returned to the Company, and will be entitled to vote by proxy at the 2025 AGM. Holders of record of American Depositary Shares representing the Company’s common shares (“ADSs”) will be entitled to instruct the depositary as to the exercise of the voting rights attaching to the common shares represented by the holder’s ADSs, noting that each ADS represents 25 VEON common shares. You are a holder of VEON ADSs if your VEON ADSs are evidenced by physical certificated American Depositary Receipts or book entries in your name so that you appear as an ADS holder in the register maintained by the depositary at the close of business on the record date. If you are a holder of record of ADSs, you will receive a voting instruction from the depositary with instructions on how to instruct the depositary to vote the common shares represented by your ADSs. If you hold ADSs through a bank, broker or other nominee (in “street name”), you may receive from that institution a voting instruction form that you may use to instruct them on how to cause your ADSs to be voted. Registered holders of common shares can vote at the 2025 AGM by ballot. If you are an ADS holder you may not vote your shares at the 2025 AGM unless you obtain a proxy form from the depositary giving you the right to vote the shares at the 2025 AGM directly. If you are an ADS holder and you do not submit your proxy form or voting instruction with respect to your shares, then the voting rights pertaining to those shares shall be exercised in accordance with the votes of all other shares represented and voting at the meeting (excluding for such purposes the votes of any shareholder of the Company beneficially owning more than five per cent of the shares entitled to vote at the 2025 AGM). A quorum for the transaction of business at the 2025 AGM is the presence in person of two or more persons at the start of the meeting having the right to attend and vote at the meeting and holding or representing in person or by proxy at least 50 per cent plus one voting share of the total issued voting shares in the Company at the relevant time. As provided by Bye-law 31.1, the meeting will be held virtually and eligible Shareholders who wish to attend the meeting may do so electronically. Further details of such electronic virtual participation will be forwarded to eligible Shareholders following receipt by the Company of relevant proof of ownership of common shares. Shareholders are kindly asked not to physically attend either the Company’s registered office or the headquarters in the DIFC (Dubai International Financial Center), United Arab Emirates, and will be turned away. Pursuant to the VEON Bye-laws adopted on 10 June 2021 (as amended by special resolutions passed on 29 June 2023 and 31 May 2024) (the “Bye-laws”), the resolutions for appointment of the director nominees will be voted upon by way of cumulative voting. Shareholders will have 7 votes for each share they hold in the Company to allocate among directors seeking election. Further details on the cumulative voting procedures relevant to the 2025 AGM are set out on page 9 below. In the event a quorum is not present at the 2025 AGM, then the meeting will stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as may be determined in accordance with the Bye-laws of the Company. Abstentions will be counted towards the presence of a quorum at, but will be not considered votes cast on any proposal brought before, the 2025 AGM. If you are a registered holder of the Company’s common shares and have voted by proxy, you may change your vote by signing, dating and returning a completed proxy form (such proxy form having been executed in the presence of a notary public) with a later date on or before the voting deadline of 6 May 2025 at 9.00 am Eastern


 
7 Daylight Time in the United States or by attending the 2025 AGM electronically and voting at such meeting by indicating your votes when requested. If you are a holder of ADSs and have voted by submitting a voting instruction, you may change your vote at any time before the voting deadline of 28 April 2025 at 12.00 noon Eastern Daylight Time in the United States of America. If you hold your ADSs in street name and wish to change your vote, you should follow the instructions provided by your bank, broker or other nominee. Registered holders of the Company’s common shares or ADSs who need another copy of their proxy form of voting instruction may contact the Company by any of the following methods: Mail VEON Ltd. Index Tower (East Tower), Unit 1703, DIFC (Dubai International Financial Center) United Arab Emirates Attention: Hande Asik Email E-mail: ir@veon.com The meeting will be held virtually only, so please do not physically attend either the Company’s registered office or the headquarters in the DIFC for any reason, as you will be turned away. If a registered Shareholder of record wishes to attend the 2025 AGM electronically, please contact Hande Asik on the details above and, if relevant, electronic participation details will be forwarded to you following receipt of confirmation of ownership of common shares.


 
8 The Proposals Set out below is a description of each proposal for which shareholder approval is sought at the 2025 AGM. PROPOSAL 1: AUDITOR RE-APPOINTMENT 1. That the re-appointment of UHY LLP (“UHY”) as external auditor of the financial statements for the Company for the financial year ended 31 December 2025 be and is hereby approved in all respects, and that the Board be and is hereby authorized to fix the remuneration of UHY and such other audit firms as shall be necessary for compliance with law and regulation applicable to the Company. Explanatory information:  The Board seeks shareholder approval of the appointment of UHY as external audited of the financial statements for the year ended 31 December 2025 and confirmation of the Board’s authority to agree auditor remuneration terms both with UHY and with such other audit firms as may be required to ensure the Company is fully compliant with its legal and regulatory obligations. PROPOSALS 2: ELECTION OF DIRECTORS BOARD APPROVED CANDIDATES Text of Proposed Resolutions: 2. That Michiel Soeting be and is hereby appointed as a director of the Company. 3. That Kaan Terzioğlu be and is hereby appointed as a director of the Company. BNY Shareholder Requisitioned Resolutions: 4. That Augie K Fabela II be and is hereby appointed as a director of the Company. 5. That Michael R. Pompeo be and is hereby appointed as a director of the Company. L1 Shareholder Requisitioned Resolutions: 6. That Brandon Lewis be and is hereby appointed as a director of the Company until the next annual general meeting of the Company or until his appointment is terminated in accordance with the Bye- laws of the Company. 7. That Andrei Gusev be and is hereby appointed as a director of the Company until the next annual general meeting of the Company or until his appointment is terminated in accordance with the Bye- laws of the Company. 8. That Duncan Perry be and is hereby appointed as a director of the Company until the next annual general meeting of the Company or until his appointment is terminated in accordance with the Bye- laws of the Company. Explanatory Information:  The Board recommends the Company’s shareholders vote FOR each of the seven candidates above and believes that electing these candidates is in the best interest of both the Company and its shareholders as a whole.  Ahead of the 2025 AGM, the Company received valid statutory requisition requests from BNY (Nominees) Ltd. (“BNY”), the registered holder of common shares represented by American Depositary Shares (“ADSs”), and from L1T VIP Holdings S.à.r.l. (“L1”), also a registered holder of common shares, in each case in accordance with section 79 of the Companies Act 1981 (as amended).  The two BNY requisitioned resolutions are included as proposals 4 and 5, and the three L1 requisitioned resolutions are included as 6 through 8.


 
9  Summary biographical details on each of the candidates seeking election to the Company’s Board are included in Appendix 1 to this Notice. IMPORTANT: Instructions: Cumulative Voting for the Election of Directors:  The election of the Board itself is conducted by cumulative voting, which allows for proportionate representation of Shareholders’ approved candidates on the Board.  There are 7 positions to be filled at the 2025 AGM, with directors being appointed by cumulative voting from the candidates listed in the Notice.  Each Shareholder should multiply the number of common shares that it holds by 7 (the number of directors to be elected to the Board) and either allocate all of these votes to one nominee or distribute the total number of votes among two or more of the nominees proposed to be elected to the Board.  Each Shareholder should vote on each of Proposals 2 through 8 by writing the number of votes allocated to each of the nominees selected by it in the appropriate box in the proxy form or voting instruction enclosed.  The sum of votes cast for the nominees selected by the Shareholder may not exceed the total number of votes at such Shareholder’s disposal for the appointment of directors, which is the product of the number of shares held by a Shareholder multiplied by seven.  Holders of record of American Depositary Shares representing the Company’s common shares (“ADSs”) will receive voting instructions from the depositary, noting that each ADS represents 25 VEON common shares.


 
APPENDIX 1 [See attached.]


 
EX-99.3 4 a2025agmvotingproxyform-.htm EX-99.3 a2025agmvotingproxyform-
VEON LTD. PROXY FORM Your proxy must be received by 09:00 a.m. Eastern Daylight Time on 6th May 2025 to be counted in the final tabulation of proxy votes for the meeting. This proxy is solicited on behalf of the Board of VEON Ltd. (“VEON” or the “Company”) for the annual general meeting of VEON shareholders to be held on Thursday 8th May 2025. The undersigned appoints A. Omiyinka Doris, Group General Counsel and Hande Asik, Group Director Communications and Strategy, jointly and severally, as proxies, each with full power of substitution, and authorises each of them to represent and to vote, as designated below, all common shares of VEON held of record by the undersigned on 31th March 2025 at the meeting and at any adjournment of the meeting. The undersigned further authorizes the proxies to vote in their discretion upon such other matters as may properly come before the meeting (including any motion to amend the resolutions proposed at the meeting and any motion to adjourn the meeting) and at any adjournment of the meeting. _______________________________________________________________________ Name of registered shareholder Signature Signature (if held by joint holders) Date: _____________________________________ Please print the shareholder’s name exactly as it appears in the register of shareholders of the Company and sign this proxy form IN FRONT OF A NOTARY PUBLIC. Proxies should be dated when signed. Where shares are held by joint holders, both should sign IN FRONT OF A NOTARY PUBLIC. When signing as attorney, executor, administrator, trustee, guardian or other similar capacity, please give your full title as such and execute the document IN FRONT OF A NOTARY PUBLIC. If a corporation, a duly authorised officer of the corporation should sign on behalf of the corporation, or the seal of the corporation should be affixed, in each case, IN FRONT OF A NOTARY PUBLIC. If a partnership, a partner should sign in the partnership’s name, IN FRONT OF A NOTARY PUBLIC. BEFORE ME: SIGNATURE AND SEAL OF NOTARY PUBLIC AT __________________ (PLACE) DATE: Please mark, sign (IN FRONT OF A NOTARY PUBLIC), date and return this proxy card by mail to VEON Ltd., Attn: Legal Department, Index Tower (East Tower) , Unit 1703, DIFC (Dubai International Financial Center), United Arab Emirates or send a scanned copy of it by e-mail to A.Lemke@veon.com. In order for your mailed proxy to be counted, the proxy must have been EXECUTED IN FRONT OF A NOTARY PUBLIC and must be received no later than 09:00 a.m. Eastern Daylight Time on 6th May 2025. THIS PROXY, WHEN PROPERLY EXECUTED IN FRONT OF A NOTARY PUBLIC AND DELIVERED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED SHAREHOLDER.


 
PROXY FORM 2025 ANNUAL GENERAL MEETING OF VEON LTD. FOR PROPOSAL 1, PLEASE VOTE “FOR”, “AGAINST” OR “ABSTAIN”. PROPOSAL 1 WILL BE DETERMINED BY AN ORDINARY RESOLUTION, REQUIRING SIMPLE MAJORITY APPROVAL. PROPOSALS 2 THROUGH 8 WILL BE DETERMINED BY CUMULATIVE VOTING, AS FOLLOWS: • PLEASE MULTIPLY THE NUMBER OF SHARES YOU HOLD BY SEVEN (7) REPRESENTING THE NUMBER OF BOARD POSITIONS AVAILABLE FOR ELECTION AND ALLOCATE YOUR VOTES BESIDE THE NAME(S) OF YOUR NOMINEE(S). IF YOU SIGN AND RETURN THIS PROXY BUT NO DIRECTIONS ARE GIVEN, THEN THIS PROXY WILL BE VOTED SO THAT, IN RESPECT OF PROPOSAL 1 YOU WILL VOTE “FOR” SUCH PROPOSAL, AND FOR PROPOSALS 2 THROUGH 8, THE VOTES TO WHICH YOU ARE ENTITLED ARE SPLIT EQUALLY BETWEEN EACH OF THE CANDIDATES FOR ELECTION AS DIRECTORS AND IN THE DISCRETION OF THE PROXIES UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. Votes must be indicated in Black or Blue ink. MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. IF THE ABOVE VOTING INSTRUCTIONS ARE NOT FOLLOWED, YOUR VOTES MAY NOT BE COUNTED AT THE 2025 ANNUAL GENERAL MEETING OF THE COMPANY. PROPOSAL VOTING INSTRUCTIONS 1. That the re-appointment of UHY LLP (“UHY”) as external auditor of the financial statements for the Company for the financial year ended 31 December 2025 be and is hereby approved in all respects, and that the Board be and is hereby authorized to fix the remuneration of UHY and such other audit firms as shall be necessary for compliance with law and regulation applicable to the Company. FOR AGAINST ABSTAIN Director Candidates: ¬ 2. That Michiel Soeting be and is hereby appointed as a director of the Company. (multiply shares by 7 and allocate votes): VOTES FOR 3. That Kaan Terzioğlu be and is hereby appointed as a director of the Company. (multiply shares by 7 and allocate votes): VOTES FOR 4. That Augie K Fabela II be and is hereby appointed as a director of the Company. (multiply shares by 7 and allocate votes): VOTES FOR 5. That Michael R. Pompeo be and is hereby appointed as a director of the Company. (multiply shares by 7 and allocate votes): VOTES FOR 6. That Brandon Lewis be and is hereby appointed as a director of the Company until the next annual general meeting of the Company or until his appointment is terminated in accordance with the Bye-laws of the Company. (multiply shares by 7 and allocate votes): VOTES FOR


 
PROXY FORM 2025 ANNUAL GENERAL MEETING OF VEON LTD. Votes must be indicated in Black or Blue ink. MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY. 7. That Andrei Gusev be and is hereby appointed as a director of the Company until the next annual general meeting of the Company or until his appointment is terminated in accordance with the Bye-laws of the Company. (multiply shares by 7 and allocate votes): VOTES FOR 8. That Duncan Perry be and is hereby appointed as a director of the Company until the next annual general meeting of the Company or until his appointment is terminated in accordance with the Bye-laws of the Company. (multiply shares by 7 and allocate votes): VOTES FOR


 
EX-99.4 5 veoniar2024-xdirectorsre.htm EX-99.4 veoniar2024-xdirectorsre
This report We are VEON Risks and opportunities Sustainability Performance Governance Remuneration Other information Appendices Integrated Annual Report 2024 1 Directors’ resumes Augie K Fabela II (59) Rt. Hon. Sir Brandon Lewis CBE (53) Duncan Perry (58) Michiel Soeting (62) Chairman of the Board and Chairman of the Remuneration and Governance Committee Independent Board director VEON Founder and Chairman Mr. Augie K Fabela Il has served as a director of VEON Ltd. since June 2022 and we deem Mr. Fabela to be an independent director. He is Chairman of the Remuneration and Governance Committee and a member of the Audit and Risk Committee. Previously, he contributed to VEON's Board through roles on the Compensation and Talent Committee and the Strategy and Innovation Committee. Mr. Fabela also served on VEON's Board from June 2011 to December 2012, during which time he was Chairman. His leadership during this period was instrumental in guiding VEON's early transformation and global growth strategy. He is the Founder and Executive Chairman of FastForward.ai, a Silicon Valley-based tech company building and operating Al-driven e-commerce engagement platforms for consumer services enterprises. Since 2019, Mr. Fabela has served as a director and Finance Committee member at Shareability, Inc., a digital media and social brand storytelling firm. He is a proven serial entrepreneur who has founded and led multiple successful startup ventures across a range of industries, combining business acumen with a passion for innovation. He actively serves on the boards of several philanthropic organizations dedicated to local and international education, science, law enforcement, and youth development, reflecting his deep commitment to public service and community development. Mr. Fabela is the #1 bestselling author of "The Impatience Economy: How Social Retail Marketing Changes Everything", a thought- provoking book that explores how digital platforms and artificial intelligence are revolutionizing consumer expectations and reshaping business strategy. He earned both a B.A. and M.A. in International Relations and International Policy Studies from Stanford University. With over 30 years of experience at the intersection of technology, telecommunications, and innovation, he continues to champion digital inclusion, transforming lives in both global and frontier markets. Former United Kingdom Lord Chancellor & Secretary of Stater Independent Board director Sir Brandon Lewis has been a director of VEON Ltd. since May 2024 and we deem Sir Brandon to be an independent director. Sir Brandon serves as a member of the Audit and Risk Committee. Sir Brandon previously served as a Member of Parliament for Great Yarmouth. He is currently Chairman of Millbank Creative Ltd and is a strategic advisor to each of LetterOne Holdings S.A., Civitas Investment Management Ltd., FM Conway Limited and Thakeham Homes Limited. since 2023. Sir Brandon is Chairman of the Henry Jackson Society (which is a foreign affairs think tank, as well as a main board Director) and is a patron of Adam Smith Institute (a free market think tank in the UK). Prior to that, Sir Brandon served 10 years in the UK Government with 5.5 of those years in Cabinet in a range of roles: he was Lord Chancellor and Secretary of State for Justice, Ministry of Justice UK in 2022; Secretary of State, Northern Ireland Office from 2020 to 2022; Minister of State (National Security) and UK Home Office from 2019 to 2020. From 2018 to 2019, Sir Brandon also served as Cabinet Minister without Portfolio as well as Chairman of Conservative Party. Between 2016 and 2018, Sir Brandon served the UK Home Office in consecutive roles as Minister of State for Policing and the Fire Service, and then as Minister of State (Immigration and International). Prior to that, he was Minister of State from 2014 to 2016 and Parliamentary Under Secretary of State for Communities and Local Government from 2012 to 2016 with the Department for Communities and Local Government. Sir Brandon holds a BSc (Econ) and an LLB, Law from the University of Buckingham, and an LLM, Law (Commercial) from King’s College London. He is also a qualified a Barrister of Law from Inns of Court School of Law. Associate General Counsel Independent Board director Mr. Duncan Perry has been a director of VEON Ltd. since May 2024 and we deem Mr. Perry to be an independent director. Mr. Perry serves as an observer on the Audit and Risk Committee. Mr. Perry is a lawyer with 30 years of legal experience and was a senior legal advisor at LetterOne since July 2023, prior to his current role as associate general counsel at LetterOne. He is also chairman of the not for profit, SEO Connect Ltd, and board member of the charity, SEO London Ltd. Prior to this, Mr. Perry was a general counsel and entrepreneur for 10 years, involved in a number of diverse projects, including being a founding team member and director of the UK regulated FinTech bank Kroo Bank. Mr. Perry was Global General Counsel at Barclays Wealth Asset Management for 7 years, where he was a member of the Barclays Wealth executive committee and responsible for legal and compliance risk across 24 jurisdictions. At Barclays he was a member of several committees, including the chair of the Risk and Reputation Committee. Mr. Perry also previously had roles including European COO and General Counsel of the hedge fund Amaranth LLC and European Head of Compliance (FIRC) at UBS Investment Bank, where he was also Global legal head of Syndicated Finance and Debt Trading. Prior to this, Mr. Perry was a banking lawyer at both Sherman & Sterling LLP and Allen & Overy LLP, in London and New York. Mr. Perry attended Exeter University where he obtained a first class law degree. He is currently an adjunct lecturer at Exeter University Business School on the MSc FinTech program. Mr. Perry is also currently a board member of a charity which helps students from underrepresented communities obtain employment at elite institutions. Chairman of Audit and Risk Committee, VEON Independent Board director Mr. Michiel Soeting has been a director of VEON Ltd. since March 2022 and we deem Mr. Soeting to be an independent director. Mr. Soeting is the chairman of the Audit and Risk Committee and also serves as a member of the Remuneration and Governance Committee. He previously served as a member of the Finance Committee and Nominating and Corporate Governance Committee. Mr. Soeting has 32 years of experience with KPMG, one of the leading audit firms worldwide. While at KPMG, he worked in key locations in the EMEA, ASPAC and the Americas regions, becoming KPMG partner in 1998 and leading some of its largest global advisory and audit clients, including BHP Group, Equinor, LafargeHolcim, Philips Electronics, RD Shell, and Wolters Kluwer. From 2008, Mr. Soeting served as a global head of the KPMG Energy and Natural Resources (ENR) sector, and as a global Chairman of the KPMG Energy & Natural Resources Board. From 2009 to 2014, he was a member of the KPMG Global Markets Steering Committee. From 2012 to 2014, Mr. Soeting served as a member of the European Resource Efficiency Platform of the European Commission. Since 2019, Mr. Soeting has taken on various oversight roles, in particular, as a director and chair of the Audit Committee at Serica Energy plc in the UK, as a member of the Advisory Board of Parker College of Business of Georgia Southern University in the U.S. and as a member of the Board of Governors of Reed’s Foundation in the UK. Mr. Soeting graduated from Vrije University of Amsterdam, the Netherlands where he completed his Doctoral studies in Economics and a post-Doctoral degree in Accountancy. He holds an MBA from Georgia Southern University in the U.S. In addition, Mr. Soeting is a qualified Chartered Accountant in both The Netherlands and the United Kingdom.


 
This report We are VEON Risks and opportunities Sustainability Performance Governance Remuneration Other information Appendices Integrated Annual Report 2024 2 Directors’ resumes continued Kaan Terzioğlu (56) Andrei Gusev (52) Michael R. Pompeo (61) Group CEO, VEON Non-independent Board director Mr. Kaan Terzioğlu has been serving VEON Group as the Group Chief Executive Officer since June 2021 and was appointed as a director of VEON Ltd. in June 2023. As the Group CEO, Terzioglu leads the executive teams of the Company’s digital operators providing connectivity and digital solutions, empowering their customers with digital finance, education, entertainment and health services, among others, and supporting the economic growth of the Company’s operating markets. Prior to being appointed as the Group CEO, Mr. Terzioglu served the Company as Group Co-CEO from March 2020 to June 2021, Group Co-COO from November 2019 to March 2020 and a member of the Board of Directors from July 2019 to October 2019. Mr. Terzioglu is currently a Board Member of the GSMA and of the GSMA Foundation, and served on the board of Digicel from July 2019 to March 2024. Prior to joining the Company, Mr. Terzioglu held regional and global leadership roles in management consulting, technology and telecoms with Arthur Andersen, CISCO and Turkcell in Belgium, United States and Turkey. In 2019, Mr. Terzioglu received GSMA’s “Outstanding Contribution to the Industry” award for his leadership in creating a digital transformation model for the telecoms industry and for his contributions to socially responsible business in telecommunications industry. Mr. Terzioglu holds a Bachelor’s Degree in Business Administration from Bogazici University and is also a Certified Public Accountant (Istanbul Chamber of Certified Independent Public Accountants). L1 Technology, Senior Partner Non-independent Board director Mr. Andrei Gusev has been a director of VEON Ltd. since April 2014. Mr. Gusev serves as member of the Remuneration and Governance Committee and previously served as the chairman of the Finance Committee. Mr. Gusev is currently a senior partner at LetterOne Technology LLP (UK). He has deep experience executing transactions in various geographies over the last 20 years. Mr. Gusev also has extensive experience as an executive having served as Chief Executive Officer at the publicly listed food retailer X5 Retail Group N.V. from 2011 to 2012 and as management board member responsible for business development and M&A from 2006 to 2010. From 2001 to 2005, Mr. Gusev held a position at the Alfa Group overseeing investment planning. Prior to that, Mr. Gusev worked at Bain & Company and Deloitte Consulting. Mr. Gusev holds an MBA from the Wharton School at the University of Pennsylvania and graduated with honors from the Faculty of Applied Mathematics and Computer Science at Moscow State University. Former US Secretary of State and Director of CIA; Chief Executive and Legal Counsel Non-independent Board director Mr. Michael R. Pompeo has been a director of VEON Ltd. since May 2024. Secretary Pompeo served as the 70th U.S. Secretary of State of the United States from April 2018 to January 2021, Director of the Central Intelligence Agency from January 2017 to April 2018, and was elected to four terms in the U.S. Congress representing the Fourth District of Kansas. Secretary Pompeo practiced law, business and tax litigation at Williams & Connolly for three years. He then raised capital to acquire assets in the aviation manufacturing supply chain and was the CEO of the company he founded with several colleagues, Thayer Aerospace, for several years. Secretary Pompeo then became President of Sentry International, an oilfield services and equipment company with operations in the U.S. and Canada. Since leaving government, Secretary Pompeo has remained active on the global stage advancing American interests. Currently, he serves as Executive Chairman of Impact Investments, a U.S.-based merchant bank that also provides strategic and financial advisory services that seeks to develop long-term partnerships with the World's leading companies across a range of industries and geographies. He is also a member of the Kyivstar board of directors. Secretary Pompeo graduated first in his class from the United States Military Academy at West Point in 1986. He served as a cavalry officer in the U.S. Army, leading troops patrolling the Iron Curtain. Secretary Pompeo left the military in 1991 and then graduated from Harvard Law School, having served as an editor of the Harvard Law Review.