RELATED PARTIES | RELATED PARTIES As of December 31, 2022, the Company has no ultimate controlling shareholder. See also Note 19 for details regarding ownership structure. COMPENSATION TO BOARD OF DIRECTORS AND SENIOR MANAGERS OF THE COMPANY The following table sets forth the total compensation to our Board of Directors, Group Chief Executive Officer, Group Chief Financial Officer and Group General Counsel, who are considered to be key management personnel of the Company, as defined by IAS 24, Related Party Disclosures , as well as other senior managers of the Company: 2022 2021 2020 Short-term employee benefits 21 39 35 Long-term employee benefits — — 1 Share-based payment* 9 9 — Termination benefits — 7 4 Total compensation to the Board of Directors and senior management** 30 55 40 *Share-based payment in 2022 and 2021 represent the expense under the Deferred Shares Plan, Short-Term Incentive Scheme (share awards), and Long-Term Incentive Plan, see further details below. ** The number of directors and senior managers vary from year to year. The group of individuals we consider to be senior managers has changed in recent years, including a determination that the chief executive officers of our operating companies should no longer be classified as senior managers. As a result, for 2022 reporting, we have changed the total compensation perimeter for the Board of Directors and senior managers to reflect this internal view. Total compensation paid to the Board of Directors and senior management approximates the amount charged in the consolidated income statement for that year with the exception of the share-based payment in 2022 and 2021. Under the Company’s bye-laws, the Board of Directors of the Company established a Compensation and Talent Committee, which has the overall responsibility for approving and evaluating the compensation and benefit plans, policies and programs of the Company’s directors, officers and employees and for supervising the administration of the Company’s equity incentive plans and other compensation and incentive programs. Compensation of Group Executive Committee The following table sets forth the total remuneration expense to the Group Executive Committee for the periods indicated (gross amounts in whole euro and whole US$ equivalents). For further details on compensation and changes to the Board of Directors and Group Executive Committee, please refer to the Explanatory notes below. In whole euros Kaan Terzioglu Serkan Okandan Victor Biryukov Omiyinka Doris Joop Brakenhoff Michael Schulz Dmitry Shvets Matthieu Galvani Alex Bolis Sergio Herrero Ursula Burns Murat Kirkgoz Alex Kazbegi Scott Dresser Group CEO** Group CFO** Group General Counsel** Acting Group General Counsel** Group Chief Internal Audit & Compliance Officer Group Chief People Officer Group Head of Portfolio Management Chief Corporate Affairs Officer Group Head of Corporate Development, Communications and Investor Relations Former Co-GCEO** Former Group CEO** Former Deputy Group CFO** Former Chief Strategy Officer Former Group General Counsel** 2022 Short-term employee benefits Base salary 1,323,000 1,296,000 645,865 77,583 540,000 565,000 647,070 150,000 187,500 — — — — — Annual incentive 1,035,891 712,800 343,556 52,644 297,000 310,750 350,585 83,178 204,555 — — — — — Other 205,350 1,806,342 814,770 11,550 542,362 500,205 693,232 — 366,168 — — — — — Long-term employee benefits — — — — — — — — — — — — — — Share-based payments 3,392,793 981,490 105,710 — 654,502 482,768 436,981 36,434 187,704 — — — — — Termination benefits — — — — — — — — — — — — — — Total remuneration expense * 5,957,034 4,796,632 1,909,901 141,777 2,033,864 1,858,723 2,127,868 269,612 945,927 — — — — — 2021 Short-term employee benefits Base salary 1,323,000 1,296,000 — — 540,000 237,741 365,854 — 272,448 628,199 — — 143,100 1,300,000 Annual incentive 1,695,094 1,192,320 — — 496,800 197,107 372,351 — 239,754 623,036 — — 128,437 1,300,000 Other 205,350 1,276,225 — — 96,600 27,862 11,271 — 77,000 5,512,172 — — 143,936 1,013,859 Long-term employee benefits 166,518 — — — — — — — — (144,764) — — — — Share-based payments 2,158,098 1,066,672 — — 467,471 469,127 491,760 — 330,726 (60,701) (103,954) (26,417) — 277,390 Termination benefits — — — — — — — — — 2,936,759 — — 579,675 2,625,000 Total remuneration expense * 5,548,060 4,831,217 — — 1,600,871 931,837 1,241,236 — 919,928 9,494,701 (103,954) (26,417) 995,148 6,516,249 * Total remuneration expense for 2022 excludes accrued payroll taxes of EUR0 million (US$0) (2021: EUR-3 million (US$-3) recorded in ‘Selling, general and administrative expenses’ incurred by the Company pertaining to payments made to Ursula Burns. ** Considered to be key management personnel as defined in IAS 24 Related Party Disclosures. In whole US dollars Kaan Terzioglu Serkan Okandan Victor Biryukov Omiyinka Doris Joop Brakenhoff Michael Schulz Dmitry Shvets Matthieu Galvani Alex Bolis Sergio Herrero Ursula Burns Murat Kirkgoz Alex Kazbegi Scott Dresser Group CEO** Group CFO** Group General Counsel** Acting Group General Counsel** Group Chief Internal Audit & Compliance Officer Group Chief People Officer Group Head of Portfolio Management Chief Corporate Affairs Officer Group Head of Corporate Development, Communications and Investor Relations Former Co-GCEO Former Group CEO** Former Deputy Group CFO** Former Chief Strategy Officer Former Group General Counsel** 2022 Short-term employee benefits Base salary 1,390,582 1,362,203 678,869 81,546 567,585 593,862 680,135 157,662 197,078 — — — — — Annual incentive 1,088,807 749,212 361,112 55,333 312,172 326,624 368,500 87,427 215,004 — — — — — Other 215,840 1,898,615 856,404 12,140 570,067 525,757 728,656 — 384,873 — — — — — Long-term employee benefits — — — — — — — — — — — — — — Share-based payments 3,566,105 1,031,627 111,111 — 687,936 507,429 459,310 38,296 197,292 — — — — — Termination benefits — — — — — — — — — — — — — — Total remuneration expense * 6,261,334 5,041,657 2,007,496 149,019 2,137,760 1,953,672 2,236,601 283,385 994,247 — — — — — 2021 Short-term employee benefits Base salary 1,564,015 1,532,096 — — 638,373 281,051 433,078 — 322,081 742,676 — — 169,169 1,536,825 Annual incentive 2,003,894 1,409,528 — — 587,303 233,014 440,768 — 283,431 736,572 — — 151,835 1,536,825 Other 242,759 1,508,718 — — 114,198 32,938 13,342 — 91,027 6,516,660 — — 170,158 1,198,557 Long-term employee benefits 196,853 — — — — — — — — (171,144) — — — — Share-based payments 2,551,245 1,260,991 — — 552,631 554,589 582,119 — 390,975 (71,763) (122,891) (31,230) — 327,923 Termination benefits — — — — — — — — — 3,471,927 — — 685,276 3,103,204 Total remuneration expense * 6,558,766 5,711,333 — — 1,892,505 1,101,592 1,469,307 — 1,087,514 11,224,928 (122,891) (31,230) 1,176,438 7,703,333 * Total remuneration expense for 2022 excludes accrued payroll taxes of EUR0 million (US$0) (2021: EUR-3 million (US$-3) recorded in ‘Selling, general and administrative expenses’ incurred by the Company pertaining to payments made to Ursula Burns. ** Considered to be key management personnel as defined in IAS 24 Related Party Disclosures. Explanatory notes Base salary includes any holiday allowances and acting allowances in cash pursuant to the terms of an individual’s employment agreement. Annual incentive expense includes amounts accrued under the cash portion of the short-term incentive in respect of performance during the current year, as well as any special recognition, performance and/or transaction bonuses. Other short-term employee benefits include certain allowances (for example, pension allowance, car allowance, etc.), special awards, and support (for example, relocation support). Share-based payment expense relates to amounts related to the share portion of the short-term incentive scheme, long-term incentive scheme and the deferred shared plan, see below for further details. Changes in Group Executive Committee Ursula Burns stepped down as Group CEO with effect from March 1, 2020. Sergi Herrero and Kaan Terzioğlu were appointed as Group Co-CEOs with effective from March 1, 2020, having previously served as Joint Group COOs since September 2, 2019 and November 1, 2019, respectively. Sergi Herrero stepped down from the role of Group Co-CEO on June 30, 2021 and Kaan Terzioğlu has continued his role as Group CEO. On May 1, 2020, Serkan Okandan joined VEON as Group CFO. Trond Westlie stepped down from the role of Group CFO on September 30, 2019 and Murat Kirkgoz served as Deputy Group CFO from August 1, 2019 to April 30, 2020. Alex Kazbegi stepped down from the role of Group Chief Strategy Officer on March 31, 2021 and Scott Dresser stepped down from the role of Group General Counsel on December 31, 2021. In addition, Joop Brakenhoff was appointed Group Chief Internal Audit & Compliance Officer, effective July 1, 2020, Alex Bolis was appointed Group Head of Corporate Strategy, Communications and Investor Relations, effective April 1, 2021, Dmitry Shvets was appointed Group Head of Portfolio and Performance Management, effective April 15, 2021, and Michael Schulz was appointed Group Chief People Officer, effective July 1, 2021. On January 1, 2022, Victor Biryukov was appointed Group General Counsel. On November 1, 2022, Mr. Biryukov was appointed in a special capacity to manage the sale of the Russian operations. On June 30, 2022, Alex Bolis stepped down from the role of Group Head of Corporate Development, Communications and Investor Relations. On October 1, 2022, Matthieu Galvani was appointed Chief Corporate Affairs Officer. On November 1, 2022, Omiyinka Doris was appointed Acting Group General Counsel. Compensation of Board of Directors The following table sets forth the total remuneration expense to the members of the Board of Directors for the periods indicated (gross amounts in whole euro and whole U.S. dollar equivalents). For details on changes in Board of Directors, please refer to explanations below. Retainer Committees Other compensation Total In whole euros 2022 2021 2022 2021 2022 2021 2022 2021 Hans-Holger Albrecht 483,078 487,500 190,558 136,458 1,184,142 1,098,610 1,857,778 1,722,568 Yaroslav Glazunov 281,250 75,000 80,000 — — — 361,250 75,000 Andrei Gusev 281,250 75,000 52,500 — 500,000 — 833,750 75,000 Gunnar Holt 625,000 350,000 68,750 150,000 — — 693,750 500,000 Irene Shvakman 350,000 195,115 55,000 27,874 — — 405,000 222,989 Vasily Sidorov 350,000 195,115 123,750 111,494 — — 473,750 306,609 Michiel Soeting 277,083 — 57,083 — — — 334,166 — Karen Linehan 342,289 — 53,899 — — — 396,188 — Augie Fabela 175,000 — 57,500 — — — 232,500 — Morten Lundal 175,000 — 42,500 — — — 217,500 — Stan Miller 175,000 — 30,000 — — — 205,000 — Mikhail Fridman 12,500 75,000 — — — — 12,500 75,000 Leonid Boguslavsky 175,000 335,417 12,500 23,958 — — 187,500 359,375 Gennady Gazin 387,500 842,708 62,500 57,292 1,566,303 1,971,749 2,016,303 2,871,749 Sergi Herrero 175,000 195,417 12,500 13,958 — — 187,500 209,375 Robert Jan van de Kraats 65,860 350,000 23,522 125,000 — — 89,382 475,000 Osama Bedier — 155,556 — 44,444 — — — 200,000 Peter Derby — 155,556 — 66,667 — — — 222,223 Amos Genish — 155,556 — 66,667 — — — 222,223 Steve Pusey — 189,583 — 53,125 — — — 242,708 Total compensation 4,330,810 3,832,523 922,562 876,937 3,250,445 3,070,359 8,503,817 7,779,819 Retainer Committees Other compensation Total In whole US dollars 2022 2021 2022 2021 2022 2021 2022 2021 Hans-Holger Albrecht 507,763 576,323 200,296 161,321 1,244,652 1,298,776 1,952,711 2,036,420 Yaroslav Glazunov 295,622 88,665 84,088 — — — 379,710 88,665 Andrei Gusev 295,622 88,665 55,183 — 525,550 — 876,355 88,665 Gunnar Holt 656,938 413,770 72,263 177,330 — — 729,201 591,100 Irene Shvakman 367,885 230,665 57,810 32,952 — — 425,695 263,617 Vasily Sidorov 367,885 230,665 130,074 131,808 — — 497,959 362,473 Michiel Soeting 291,242 — 60,000 — — — 351,242 — Karen Linehan 359,780 — 56,653 — — — 416,433 — Augie Fabela 183,943 — 60,438 — — — 244,381 — Morten Lundal 183,943 — 44,672 — — — 228,615 — Stan Miller 183,943 — 31,533 — — — 215,476 — Mikhail Fridman 13,139 88,665 — — — — 13,139 88,665 Leonid Boguslavsky 183,943 396,530 13,139 28,323 — — 197,082 424,853 Gennady Gazin 407,301 996,250 65,694 67,730 1,646,342 2,331,001 2,119,337 3,394,981 Sergi Herrero 183,943 231,022 13,139 16,502 — — 197,082 247,524 Robert Jan van de Kraats 69,226 413,770 24,723 147,775 — — 93,949 561,545 Osama Bedier — 183,898 — 52,542 — — — 236,440 Peter Derby — 183,898 — 78,813 — — — 262,711 Amos Genish — 183,898 — 78,813 — — — 262,711 Steve Pusey — 224,125 — 62,804 — — — 286,929 Total compensation 4,552,118 4,530,809 969,705 1,036,713 3,416,544 3,629,777 8,938,367 9,197,299 Explanatory notes In 2021, equity-settled awards were granted to Group Chairman Gennady Gazin (1,224,086) and Group Digital and Innovation Committee Chairman Hans-Holger Albrecht (1,360,095). The share awards vested on June 10, 2022 and the shares are subject to a holding period through to July 16, 2023. The fair value of these awards were determined using the Black-Scholes Model and an expense of US$2 was incurred as of December 31, 2022 (US$2 as of December 31, 2021), which is included in other compensation. Changes in Board of Directors Ursula Burns was appointed Group CEO and Chairman of the VEON Ltd. board of directors on December 12, 2018. Accordingly, her total compensation through December 31, 2022, has been included in the section “Compensation of Key Senior Managers” above, except for payments received in respect of her role on Board Committees. Ursula Burns stepped down as Group CEO on March 1, 2020, and later stepped down as Chairman on June 1, 2020. On June 10, 2021, VEON announced the results of the elections conducted at its Annual General Meeting of Shareholders. Shareholders elected three new members to the Company’s Board of Directors, Vasily Sidorov, Irene Shvakman and Sergi Herrero, as well as nine previously serving directors: Hans-Holger Albrecht, Leonid Boguslavsky, Mikhail Fridman, Gennady Gazin, Yaroslav Glazunov, Andrei Gusev, Gunnar Holt, Stephen Pusey and Robert Jan van de Kraats. Stephen Pusey stepped down as a director from the Company’s Board of Directors on July 15, 2021. On January 5, 2022, VEON announced the appointment of Karen Linehan to the Board of Directors as a non-executive director, following the resignation of Steve Pusey in 2021. On March 1, 2022, VEON announced the resignation of Mikhail Fridman from the Board of Directors, effective from February 28, 2022. On March 8, 2022, VEON announced the resignation of Robert Jan van de Kraats from the Board of Directors, effective from March 7, 2022. On March 16, 2022, VEON announced the appointment of Michiel Soeting to the Board of Directors as a non-executive director and Chairman of the Audit and Risk Committee, following the resignation of Robert Jan van de Kraats on March 7, 2022. On May 25, 2022 VEON announced that its Board of Directors and its Nominating and Corporate Governance Committee have recommended eleven individuals for the Board, including eight directors currently serving on the Board and three new members. The Board also announced that Gennady Gazin, Leonid Boguslavsky and Sergi Herrero did not put themselves up for reelection. On June 29, 2022, at the Annual General Meeting, shareholders elected three new directors: Augie Fabela, Morten Lundal and Stan Miller as well as eight previously serving directors: Hans-Holger Albrecht, Yaroslav Glazunov, Andrei Gusev, Gunnar Holt, Karen Linehan, Irene Shvakman, Vasily Sidorov and Michiel Soeting. Short Term Incentive Scheme The Company’s Short Term Incentive ( “STI” ) Scheme was revised to a 50:50 shares:cash scheme effective for the year 2022. It provides cash pay-outs (50%) and share awards (50%) to participating employees based on the achievement of established KPIs over the period of one calendar year. KPIs are set every year at the beginning of the year and evaluated in the first quarter of the next year. The KPIs are partially based on the financial and operational results (such as total operating revenue, EBITDA and equity free cash flow) of the Company, or the affiliated entity employing the employee, and partially based on individual targets that are agreed upon with the participant at the start of the performance period based on his or her specific role and activities. The weight of each KPI is decided on an individual basis. The cash pay-out of the STI award is scheduled in March of the year following the assessment year and is subject to continued active employment during the year of assessment (except in limited “good leaver” circumstances in which case there is a pro-rata reduction) and is also subject to a pro-rata reduction if the participant commenced employment after the start of the year of assessment. The share awards is also scheduled to be granted in March of the year following the assessment year and subject to the same conditions. Both the cash pay-out of the STI award as well as any share wards granted are dependent upon final approval by the compensation and talent committee. The cash pay-out is accounted for in accordance with IAS 19, Employee Benefits , while the share award portion is accounted for in accordance with IFRS 2, Share-based payments . The cash bonuses are disclosed in the tables above, while the share-based compensation expense related to the STI is US$1 for the year ended December 31, 2022. Deferred Shares Plan In 2022, equity-settled awards granted to key senior managers and directors in 2021 under the 2021 Deferred Shares Plan (“ DSP ”) vested. Subsequently, 2,659,740 shares in the Company were transferred to key senior managers and directors from shares held by a subsidiary of the Company during the year ended December 31, 2022. In 2022, equity-settled awards were granted to the VEON Group Chief Executive, Kaan Terzioglu, under the 2021 DSP. A portion of the shares (1,569,531) granted vested immediately on the grant date and the remaining shares (3,662,240) will vest on September 1, 2023. Subsequent to the grant date, 1,569,531 shares in the Company were transferred to Mr. Terzioglu from shares held by a subsidiary of the Company during the year ended December 31, 2022. The fair value of the awards were determined using the Black-Scholes Model and an expense of US$1 was incurred as of December 31, 2022. In 2021, equity-settled awards were granted to certain key senior managers and directors under the 2021 DSP, which are subject to a two years vesting period from the grant date. The fair value of the awards were determined using the Black-Scholes Model and an expense of US$5 was incurred as of December 31, 2022 (US$5 as of December 31, 2021). Long Term Incentive Scheme In 2022, equity-settled awards were granted to certain key senior managers under the 2021 Long-Term Incentive Plan (“ LTIP ”), which are subject to a three years vesting period from the date of the grant as well as a performance condition related to Target Shareholder Return (“ TSR ”) in line with shareholder interests. It is not expected that the performance condition will be satisfied. The fair value of the awards were determined using the Black-Scholes Model with a Monte Carlo simulation was performed to determine the likelihood of the performance condition being satisfied. An expense of US$0 was incurred as of December 31, 2022. In 2022, cash-settled awards were granted to certain key senior managers under the 2021 LTIP, which are subject to a three TSR ”) in line with shareholder interests. It is not expected that the performance condition will be satisfied. The fair value of the awards were determined using the Black-Scholes Model and a Monte Carlo simulation was performed to determine the likelihood of the performance condition being satisfied. The liability was remeasured at the end of the reporting period and an expense of US$0 was incurred as of December 31, 2022. In 2021, equity-settled awards were granted to certain key senior managers under the 2021 LTIP, which are subject to a three years vesting period from the date of the grant. The fair value of the awards were determined using the Black-Scholes Model and an expense of US$1 was incurred as of December 31, 2022 (US$4 as of December 31, 2021). ACCOUNTING POLICIES Equity-settled share-based payments are measured at the grant date fair value, which is expensed over the vesting period, taking into account expected forfeitures and performance conditions, if any, with a corresponding increase in equity. Cash-settled share-based payments are measured at the grant date fair value and recorded as a liability. The Company remeasures the fair value of the liability at the end of each reporting period until the date of settlement, with any changes in fair value recognized in the income statement. Other short-term benefits not related to share-based payments are expensed in the period when services are received. |