GTH Finance B.V. ("GTH Finance")

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NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT NOTICE OF MERGER OF ISSUER AND GUARANTOR AND RELEASE OF GUARANTEE VEON HOLDINGS B.V. (the "New Issuer") (a private company incorporated under Dutch law) US$ 700,000,000 7.25% Senior Notes due 2023 (the "Notes") (ISIN: XS1400710726 (Regulation S) and ISIN: US36251BAB18 (Rule 144A)) originally irrevocably and unconditionally guaranteed by VEON Holdings B.V. NOTICE IS HEREBY GIVEN that VEON Holdings B.V. (the "New Issuer"), a wholly owned subsidiary of VEON Ltd., is the new issuer of record in respect of the Notes originally issued by GTH Finance B.V. ("GTH Finance"). Unless otherwise defined herein, capitalised terms used in this notice shall have the meanings given to them in the terms and conditions of the Notes (the "Conditions"). GTH Finance has been transferred from Global Telecom Holding S.A.E. to the New Issuer, and subsequently merged with the New Issuer, where the New Issuer is the surviving entity. As a result of this merger, the New Issuer is now the issuer of record for the Notes, and the Guarantee ceases to have effect, given that the New Issuer was also the guarantor of the Notes. The merger has been effected pursuant to Condition 4(e)(i). Please refer to the prospectus in respect of the Notes (dated 22 April 2016), specifically the section entitled Terms and Conditions of the Notes, which provides further information on the ability to merge GTH Finance with the New Issuer and former guarantor of the Notes. BY: VEON HOLDINGS B.V. Dated: 26 May 2020 VEON HOLDINGS BV, CLAUDE DEBUSSYLAAN 88, 1082 MD, AMSTERDAM, THE NETHERLANDS TEL +31 (0)20 79 77 200 .

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