SIGNIFICANT TRANSACTIONS

During the six-month period ended June 30, 2025

VEON announces sale of stake in Beeline Kyrgyzstan

On March 26, 2024, VEON announced that it signed the Kyrgyzstan SPA for the sale of its 50.1% indirect stake in Beeline

Kyrgyzstan to CG Cell Technologies, which is wholly owned by CG Corp Global for cash consideration of US$32. Completion of

the sale of VEON’s stake in Beeline Kyrgyzstan, which is held by VIP Kyrgyzstan Holding AG (an indirect subsidiary of the

Company), is subject to customary regulatory approvals and preemption right of the Government of Kyrgyzstan in relation to

acquisition of the stake. As a result of this anticipated transaction and assessment that control of the Kyrgyzstan operations will

be transferred, as from the date of the Kyrgyzstan SPA signing, the Company classified its Kyrgyzstan operations as held for

sale. Following the classification as held for sale, the Company no longer accounts for depreciation and amortization for

Kyrgyzstan operations.

The Government of Kyrgyzstan expressed its intention to exercise its pre-emption right in relation to the transaction before the

SPA expiration on March 31, 2025. In accordance with the applicable law, VEON and the Government of Kyrgyzstan have

entered into negotiations of the terms of the sale of VEON’s stake in Beeline Kyrgyzstan. Based on current negotiations,

Menacrest AG (an indirect subsidiary of the Company that was previously included in the disposal group) will now act as the

seller of the Beeline Kyrgyzstan operations. As the additional time to complete the sale was not expected when the Company

initially classified this asset group as held for sale, management is still committed to selling its stake in Beeline Kyrgyzstan, and a

new SPA will be signed for the sale owing to expiration of original SPA. Once the final regulatory approvals are obtained, the SPA

will be signed, and the transaction will be completed. The Company meets the exception criteria under IFRS 5, Non-current

Assets Held for Sale and Discontinued Operations, as the delay was caused by events beyond the Company’s control and the

Company meets the original criteria for held for sale classification for its Kyrgyzstan operations as of June 30, 2025.

Refer to Note 6 - Held for sale of these interim condensed consolidated financial statements for the detailed breakdown of the

assets and liabilities held for sale relating to the Kyrgyzstan operations and Note 15 - Events after the reporting period for further

Sale of Med Cable Limited

On March 31, 2025, VEON signed a SPA for the sale of its 100% stake in Med Cable Limited to Algérie Telecom Europe, S.A.U.

for a consideration of US$1. Completion of the sale of VEON's stake in Med Cable Limited, which is held by VEON Algeria

Holdings B.V. (an indirect subsidiary of the Company), is subject to conditions specified in the SPA. As a result of this anticipated

transaction and assessment that control of Med Cable Limited will be transferred, as from the date of the SPA signing, the

Company classified Med Cable Limited as held for sale.

Refer to Note 6 - Held for sale of these interim condensed consolidated financial statements for the details of the assets and

liabilities held for sale relating to Med Cable Limited.

Acquisition of Uklon

On March 19, 2025, VEON announced its wholly-owned subsidiary Kyivstar had signed an agreement to acquire Uklon group

(“Uklon”), a leading Ukrainian ride-hailing and delivery platform. This strategic acquisition marks Kyivstar’s expansion into a new

area of digital consumer services in line with VEON’s digital operator strategy. Kyivstar acquired 97% of Uklon shares for a total

consideration of US$158 upon the closing of the transaction. The agreement was subject to customary closing conditions and

approvals that were obtained on April 2, 2025, the date the acquisition was completed.

The fair values of identifiable assets and liabilities of Uklon at the date of acquisition were:


	April 2, 2025
Non-current assets
Intangible assets	56

Current assets
Trade and other receivables	2
Cash and cash equivalents	12

Non-current liabilities
Deferred tax liability	(8)

Current liabilities
Trade and employee related payables	(5)
Other current liabilities	(3)

Fair value of identifiable net assets	54

Goodwill resulting from acquisition	104

Purchase consideration	158

The following table shows the details of purchase consideration at the acquisition date:


	April 2, 2025
Cash paid *	141
Fair value of contingent consideration	15
Put option liability	2
Total purchase consideration	158

* Total cash consideration consisted of US$129 for the acquisition of 97% of Uklon Group’s shares and a US$12 payment to settle employee

awards.

The following table shows the details of cash outflow during the six months ended June 30, 2025:


	June 30, 2025
Cash consideration	146
Less: balances acquired
Cash and cash equivalents	(12)
Net outflow of cash - investing activities	134

Contingent consideration of US$11 was recognized at the acquisition date at fair value with US$2 being paid subsequent to the

reporting period. US$9 is payable upon fulfillment of certain conditions under the share purchase agreement ("SPA"). The

possible outcomes range from nil to US$9, with management assessing full payment as highly probable.

Employees bonuses contingent consideration liability related to the portion attributable to pre-acquisition service, recognized at

the acquisition date at fair value, resulted from the replacement of share-based payment rewards with new bonuses liability that

is payable upon fulfillment of certain conditions under the SPA. The possible outcomes range from nil to US$4, with management

assessing full payment as highly probable.

As part of the agreement, Kyivstar entered into a symmetrical put and call option agreement for the remaining 3% interest in

Uklon. The put and call options may be exercised from April 2, 2028 through April 2, 2035. As a result, on the acquisition date,

VEON determined that it had a present ownership interest in the remaining 3% interest in Uklon and has accounted for the call

and put option as part of the consideration transferred and therefore, no non-controlling interest was recognized. Accordingly, the

option has been recorded as a financial liability at the present value of the amounts payable on exercise with subsequent

changes recognized in condensed consolidated income statement.

The fair value of the customer base was determined to be US$32 with an estimated useful life of 10 years. The fair value of the

customer base was determined using the multi-period excess earnings. The multi-period excess earnings approach involves

forecasting the net earnings expected to be generated by the asset, reducing them by appropriate returns on contributory assets,

and then discounting the resulting net cash flows to a present value using an appropriate discount rate.

The fair value of the trademark was determined to be US$17 with an estimated useful life of 10 years. The fair value of the

trademark was determined using the relief-from-royalty method under the income approach. This involves forecasting avoided

royalties, reducing them by taxes and discounting the resulting net cash flows to a present value using an appropriate discount

rate.

The fair value of the developed technology intangible asset was determined to be US$7 with an estimated useful life of 3 years.

The fair value of the developed technology was determined using the replacement cost approach. In the replacement cost

approach, the fair value of an asset is based on the cost of a market participant to reconstruct a substitute asset of comparable

utility, adjusted for any obsolescence.

The fair value of acquired trade and other receivables is US$2, which is very close to the gross contractual amount, as a loss

allowance is insignificant.

The significant goodwill recognized from the acquisition of Uklon can be attributed to several factors, including Uklon's strong

brand value and established customer relationships, which enhance Kyivstar’s market position. Additionally, the integration of

Uklon’s services is expected to create operational synergies, leading to cost savings and improved service offerings. The

acquisition also allows for market expansion and increased subscriber growth potential, while Uklon's technological expertise

contributes to innovative capabilities. Overall, the goodwill reflects the anticipated future economic benefits arising from these

elements. The goodwill will not be deductible for tax purposes.

There were no transactions recognized separately from the acquisition of assets and assumption of liabilities in the business

combination.

From the date of acquisition, Uklon contributed US$22 of revenue and US$6 profit before tax to VEON. If the acquisition had

taken place at the beginning of the year, the contribution to revenue would have been US$41 and contribution to the profit before

tax for VEON would have been US$10. These amounts have been calculated using Uklon’s results and adjusting them for:

•differences in the accounting policies between VEON and Uklon, and

•additional amortization that would have been charged on the assumption that the fair value adjustments to intangible

assets had applied from January 1, 2025, together with their consequential tax effects.

Acquisition-related costs of US$0.5 are included in selling, general and administrative expenses in the interim condensed

combined income statement, and in operating cash flows in the interim condensed combined statement of cash flows.

The accounting for purchase of Uklon is provisional as the valuation of certain intangible assets, trade and other receivables,

current and non-current liabilities and residual goodwill related to this acquisition is not complete. The fair values assigned to

tangible and intangible assets acquired and liabilities assumed are preliminary based on management’s estimates and

assumptions and may be subject to change as additional information is obtained within the measurement period (not to exceed

12 months from the acquisition date ending April 2, 2026).

VEON sale of its Pakistan tower portfolio to Engro Corp

On December 5, 2024, VEON announced that it is entering into a strategic partnership with Engro Corporation Limited (“Engro

Corp”) with respect to the pooling and management of its infrastructure assets, starting in Pakistan. Under the partnership,

VEON's infrastructure assets under Deodar (Private) Limited (“Deodar”), a wholly owned subsidiary of VEON, will vest into

Engro Corp via a scheme of arrangement upon completion of conditions under the partnership which primarily include receipt of

regulatory approvals from relevant Government authorities in Pakistan. VEON will continue to lease Deodar’s extensive

infrastructure for the provision of nationwide mobile voice and data services under a long-term partnership agreement.

On April 30, 2025, based on the expected closing conditions of the transaction, management assessed that the sale of Deodar is

considered to be highly probable and therefore, the assets and liabilities of Deodar were classified as held for sale. Following the

classification as held for sale, the Company did not account for depreciation and amortization expenses of Deodar’s assets.

On June 3, 2025, upon successful completion of the transaction after all regulatory and other approvals were obtained, control

over Deodar was assessed to be transferred to Engro Corp. As per the terms of the agreement, total consideration was

US$562.5 out of which US$187.5 was paid upfront and remaining was to be paid in US$20 equal monthly installments over the

period of 19 months from date of completion. The deferred sale consideration was discounted and recognized at present value

resulting in total consideration to be recorded at the date of completion for US$547.5.

PMCL and Engro Corp also entered into a Master Tower Agreement ("MTA") under which VEON leased back the extensive part

of the sold Deodar's infrastructure assets for an initial non-cancellable lease term of 12 years. Overall, lease liabilities in the

amount of US$633 and, as a result of the sale-and-leaseback arrangements, retained right-of-use assets together with the

service component in the amount of US$333 were recognized. The portion of the gain attributable to the retained use of the sold

assets, amounting to US$300, will have an impact on profit or loss in later periods by way of lower depreciation of the capitalized

right-of-use assets. Furthermore, US$454 of the cumulative amount of the exchange differences gains related to Deodar foreign

operations recognized in other comprehensive income was reclassified from equity to consolidated income statement upon

disposal and net deferred tax assets of US$109 were recognized in the consolidated statement of financial position. Overall, a

gain on sale of subsidiary of US$502 was recognized as disclosed in table below.

The following table shows the results for the Deodar sale transaction that are accounted for in these financials as of June 30:


	2025
Sale consideration	548
Carrying amount of net assets at disposal *	(200)
Gain on sale before reclassification of foreign currency translation reserve and sale and lease back implication	348
Right of use assets recognized	333
Lease liabilities recognized	(633)
Reclassification of foreign currency translation reserve	454
Gain on disposal	502

Deferred tax asset, net	109

* Net assets include US$7 relating to cash and cash equivalents at disposal.

The following table shows the assets and liabilities disposed on June 3, 2025 relating to Deodar operations as of:


	June 3, 2025
Non-current assets
Property and equipment	92
Goodwill	58
Deferred tax assets	65
Other non-current assets	1
Current assets
Trade and other receivables	357
Other current assets	65
Total assets disposed	638

Non-current liabilities
Debt and derivatives	27
Other non-current liabilities	9
Current liabilities
Trade and other payables	388
Debt and derivatives	14
Total liabilities disposed	438

Sale of VEON Wholesale Services B.V.

On March 7, 2025, VEON signed a SPA for the sale of its 100% stake in VEON Wholesale Services B.V. ("VWS") to H & Suliman

Consulting LLC for a consideration of US$3. Completion of the sale of VEON's stake in VWS, which is held by VEON Amsterdam

B.V. (an indirect subsidiary of the Company), was subject to conditions specified in the SPA and on April 2, 2025, the control of

VWS was transferred to H & Suliman Consulting LLC and the Company recorded a loss on sale of subsidiary of US$5.

During the six-month period ended June 30, 2024

Sale of TNS+ in Kazakhstan

On May 28, 2024, VEON announced that it signed a share purchase agreement ("TNS+ SPA") for the sale of its 49% stake in

Kazakh wholesale telecommunications infrastructure services provider, TNS Plus LLP ("TNS+"), included within the Kazakhstan

operating segment, to its joint venture partner, the DAR group of companies for total consideration of US$138 As a result of this

anticipated transaction and assessment that control of TNS+ will be transferred, as from the date of the TNS+ SPA signing, the

Company classified its TNS+ operations as held for sale and thereafter, the Company no longer accounted for depreciation and

amortization for TNS+ operations. The closing of the transaction was subject to customary regulatory approvals in Kazakhstan

which were subsequently obtained. Subsequent to the period end, the sale was completed on September 30, 2024 and the

Company recognized a US$66 gain on disposal of TNS+, which includes the recycling of currency translation reserve in the

amount of US$44. In November 2024, the Company received US$38 of the total consideration and the remaining US$100 was

received in February 2025.