RELATED PARTIES | RELATED PARTIES As of December 31, 2023, 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 : 2023 2022 2021 Short-term employee benefits 11 21 39 Share-based payment* 11 9 9 Termination benefits — — 7 Total compensation to the Board of Directors and senior management** 22 30 55 *Share-based payment represents the expense under the Deferred Share Plan, Short-Term Incentive Plan and Long Term Incentive Plans, 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 in 2022, a determination that the chief executive officers of our operating companies should no longer be classified as senior managers and in 2023 the reduction in the Group Executive Committee. As a result, for 2023 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 2023, 2022 and 2021. Under the Company’s bye-laws, the Board of Directors of the Company established a Remuneration and Governance 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 Joop Brakenhoff Omiyinka Doris Victor Biryukov Michael Schulz Dmitry Shvets Matthieu Galvani Alex Bolis Group CEO Group CFO* Group Chief Internal Audit & Compliance Officer*** Group General Counsel** Group Head of Corporate Development** Former Group Chief People Officer**** Former Group Head of Portfolio Management**** Former Chief Corporate Affairs Officer**** Former Group Head of Corporate Development, Communications and Investor Relations**** 2023 Short-term employee benefits Base salary 1,323,000 432,000 684,000 606,667 — — — — — Annual incentive 1,082,977 489,995 393,867 368,318 — — — — — Other 205,350 406,458 211,263 105,885 — — — — — Long-term employee benefits — — — — — — — — — Share-based payments 4,644,506 1,440,358 1,282,110 662,974 — — — — — Termination benefits — — — — — — — — — Total remuneration expense 7,255,833 2,768,811 2,571,240 1,743,844 — — — — — 2022 Short-term employee benefits Base salary 1,323,000 1,296,000 540,000 77,583 645,865 565,000 647,070 150,000 187,500 Annual incentive 1,035,891 712,800 297,000 52,644 343,556 310,750 350,585 83,178 204,555 Other 205,350 1,806,342 542,362 11,550 814,770 500,205 693,232 — 366,168 Long-term employee benefits — — — — — — — — — Share-based payments 3,392,793 981,490 654,502 — 105,710 482,768 436,981 36,434 187,704 Termination benefits — — — — — — — — — Total remuneration expense 5,957,034 4,796,632 2,033,864 141,777 1,909,901 1,858,723 2,127,868 269,612 945,927 * Mr. Okandan remained a GEC member until April 30, 2023. ** Ms. Doris was appointed as Group General Counsel on June 1, 2023. *** Mr. Brakenhoff was appointed as Group Chief Financial Officer on May 1, 2023. **** Refer to Changes to Group Executive Committee for further details. In whole US dollars Kaan Terzioglu Serkan Okandan Joop Brakenhoff Omiyinka Doris Victor Biryukov Michael Schulz Dmitry Shvets Matthieu Galvani Alex Bolis Group CEO Group CFO* Group Chief Internal Audit & Compliance Officer*** Group General Counsel** Group Head of Corporate Development** Former Group Chief People Officer**** Former Group Head of Portfolio Management**** Former Chief Corporate Affairs Officer**** Former Group Head of Corporate Development, Communications and Investor Relations**** 2023 Short-term employee benefits Base salary 1,430,580 467,128 739,619 655,998 — — — — — Annual incentive 1,171,039 529,839 425,894 398,268 — — — — — Other 222,048 439,509 228,442 114,495 — — — — — Long-term employee benefits — — — — — — — — — Share-based payments 5,022,173 1,557,481 1,386,365 716,884 — — — — — Termination benefits — — — — — — — — — Total remuneration expense 7,845,840 2,993,957 2,780,320 1,885,645 — — — — — 2022 Short-term employee benefits Base salary 1,390,582 1,362,203 567,585 81,546 678,869 593,862 680,135 157,662 197,078 Annual incentive 1,088,807 749,212 312,172 55,333 361,112 326,624 368,500 87,427 215,004 Other 215,840 1,898,615 570,067 12,140 856,404 525,757 728,656 — 384,873 Long-term employee benefits — — — — — — — — — Share-based payments 3,566,105 1,031,627 687,936 — 111,111 507,429 459,310 38,296 197,292 Termination benefits — — — — — — — — — Total remuneration expense 6,261,334 5,041,657 2,137,760 149,019 2,007,496 1,953,672 2,236,601 283,385 994,247 * Mr. Okandan remained a GEC member until April 30, 2023. ** Ms. Doris was appointed as Group General Counsel on June 1, 2023. *** Mr. Brakenhoff was appointed as Group Chief Financial Officer on May 1, 2023. **** Refer to Changes to Group Executive Committee for further details. . 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 plan, long-term incentive plan and the deferred share plan, see below for further details. Changes in Group Executive Committee 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. On March 15, 2023, VEON announced the appointment of Joop Brakenhoff as Group Chief Financial Officer (CFO), effective from May 1, 2023. Mr. Brakenhoff replaced Serkan Okandan whose three-year contract as Group CFO expired at the end of April 2023. Mr. Okandan continued to serve VEON as a special advisor to the Group CEO and CFO. On June 16, 2023, VEON announced that Omiyinka Doris has been appointed Group General Counsel in a permanent capacity, effective June 1, 2023, and will continue as a member of the GEC. On July 19, 2023, VEON announced that Group Head of Portfolio Management, Dmitry Shvets, Group Chief People Officer, Michael Schulz and Group Chief Corporate Affairs Officer, Matthieu Galvani will be stepping down from their executive roles effective October 1, 2023. VEON’s GEC will comprise 3 members: Kaan Terzioglu as Group Chief Executive Officer; Joop Brakenhoff as Group Chief Financial Officer; and A. Omiyinka Doris as Group General Counsel, with a flatter Group leadership team structure. 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 2023 2022 2023 2022 2023 2022 2023 2022 Hans-Holger Albrecht 175,000 483,078 95,000 190,558 177,194 1,184,142 447,194 1,857,778 Yaroslav Glazunov 350,000 281,250 47,500 80,000 177,194 — 574,694 361,250 Andrei Gusev 350,000 281,250 30,000 52,500 177,194 500,000 557,194 833,750 Gunnar Holt 450,000 625,000 — 68,750 577,194 — 1,027,194 693,750 Irene Shvakman 175,000 350,000 35,000 55,000 177,194 — 387,194 405,000 Vasily Sidorov 175,000 350,000 35,000 123,750 177,194 — 387,194 473,750 Michiel Soeting 350,000 277,083 79,138 57,083 177,194 — 606,332 334,166 Karen Linehan 350,000 342,289 35,000 53,899 — — 385,000 396,188 Augie Fabela 350,000 175,000 52,500 57,500 177,194 — 579,694 232,500 Morten Lundal 525,000 175,000 41,638 42,500 177,194 — 743,832 217,500 Stan Miller 175,000 175,000 35,000 30,000 177,194 — 387,194 205,000 Mikhail Fridman — 12,500 — — — — — 12,500 Leonid Boguslavsky — 175,000 — 12,500 — — — 187,500 Gennady Gazin — 387,500 — 62,500 — 1,566,303 — 2,016,303 Sergi Herrero — 175,000 — 12,500 — — — 187,500 Robert Jan van de Kraats — 65,860 — 23,522 — — — 89,382 Total compensation 3,425,000 4,330,810 485,776 922,562 2,171,940 3,250,445 6,082,716 8,503,817 Retainer Committees Other compensation Total In whole US dollars 2023 2022 2023 2022 2023 2022 2023 2022 Hans-Holger Albrecht 189,228 507,763 102,723 200,296 191,600 1,244,652 483,551 1,952,711 Yaroslav Glazunov 378,455 295,622 51,362 84,088 191,600 — 621,417 379,710 Andrei Gusev 378,455 295,622 32,439 55,183 191,600 525,550 602,494 876,355 Gunnar Holt 486,585 656,938 — 72,263 624,120 — 1,110,705 729,201 Irene Shvakman 189,228 367,885 37,846 57,810 191,600 — 418,674 425,695 Vasily Sidorov 189,228 367,885 37,846 130,074 191,600 — 418,674 497,959 Michiel Soeting 378,455 291,242 85,572 60,000 191,600 — 655,627 351,242 Karen Linehan 378,455 359,780 37,846 56,653 — — 416,301 416,433 Augie Fabela 378,455 183,943 56,768 60,438 191,600 — 626,823 244,381 Morten Lundal 567,683 183,943 45,023 44,672 191,600 — 804,306 228,615 Stan Miller 189,228 183,943 37,846 31,533 191,600 — 418,674 215,476 Mikhail Fridman — 13,139 — — — — — 13,139 Leonid Boguslavsky — 183,943 — 13,139 — — — 197,082 Gennady Gazin — 407,301 — 65,694 — 1,646,342 — 2,119,337 Sergi Herrero — 183,943 — 13,139 — — — 197,082 Robert Jan van de Kraats — 69,226 — 24,723 — — — 93,949 Total compensation 3,703,455 4,552,118 525,271 969,705 2,348,520 3,416,544 6,577,246 8,938,367 Explanatory notes In 2023, a one-off discretionary equity based award was awarded to the members of the Board of Directors of VEON Ltd. This grant aims to align the interests of the Board members with the long-term success and growth of the company, encouraging their active participation in driving shareholder value and recognizing their extraordinary efforts in supporting the VEON success during a challenging year. Changes in Board of Directors 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. On June 29, 2023, at its Annual General Meeting, VEON shareholders approved the Board recommended slate of seven directors, including six directors currently serving on the Board – Augie Fabela, Yaroslav Glazunov, Andrei Gusev, Karen Linehan, Morten Lundal and Michiel Soeting – and Kaan Terzioğlu, the Chief Executive Officer (CEO) of the VEON Group. In July 2023, the Board elected Morten Lundal as the Chair in its first meeting following the 2023 AGM. The Board also changed its committee structure, with the current committees established by the Board of directors being the Audit and Risk Committee and the Remuneration and Governance Committee. SHARE-BASED PAYMENT The following table sets forth the total share-based payment expense for the year-ended December 31 in relation to all directors and employees of the Company which represents a broader scope of disclosure than the senior management of the company, whose compensation was detailed above): 2023 2022 2021 Equity-settled share-based payment expense 18 8 9 Liability-settled share-based payment expense 3 — — Total share-based compensation expense 21 8 9 Long-Term Incentive Plan (“LTIP”) The LTIP is designed to align the material interests of the Company’s senior management with those of the shareholders. LTIP is an equity and cash-settled share-based payment scheme containing a three years vesting period from the date of the grant. The vesting of the share grant is also dependent on the Company’s target shareholder return. The target shareholder return is associated with return on equity taking account of the dividends paid and performance of the Company’s share price against a specified peer group. The determination of whether the targets have been achieved is determined by VEON’s Remuneration and Governance Committee. The following awards were granted during the year ended December 31, 2023: Fair value is determined using the appropriate pricing model, see below. Awards* Weighted Average Fair Value Weighted Average Remaining Contractual Life As of January 01, 2023 23,453,111 $ 0.52 1.64 Granted 28,348,375 $ 0.62 Forfeited (8,893,335) Vested and settled — As of December 31, 2023 42,908,151 $ 0.65 1.20 * To ensure data consistency, all awards were converted to VEON common share price equivalents. The fair value of the awards was determined using the Black-Scholes Option Pricing Model with a Monte Carlo simulation to determine the likelihood of the performance condition being satisfied. An expense of US$8 was incurred as of December 31, 2023 (2022: US$1) related to equity-settled awards under this plan. The liability was US$3 (2022: US$Nil) at the end of the reporting period and an expense of US$3 was incurred as of December 31, 2023 (2022: US$Nil) for liability-settled awards under this plan. The following table sets forth the range of principal assumptions applied by VEON in determining the fair value of share-based payment instruments granted during the year-ended December 31: Assumptions affecting inputs to fair value models for equity-settled awards and for liability-settled awards for remeasurement as of December 31, 2023 2023 Range Annual risk-free rates of return and discount rates (%) 2.15% - 2.42% Long-term dividend yield (%) — % Expected life of options (years) 2.00 - 2.76 Volatility of share price (%) 43.68% - 93.92% Share price (p)* $0.71 - $0.79 * To ensure data consistency, all awards were converted to VEON common share price equivalents. Short-Term Incentive Plan (“STI”) The Company’s 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 active employment condition as the cash payout as well as a two years service vesting periods. Both the cash pay-out of the STI award as well as any share awards granted are dependent upon final approval by the Remuneration and Governance 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 and shared-based compensation expenses are disclosed in the tables above for the GEC, while further information for the share-based portion of STI compensation expense is disclosed below. Awards* Weighted Average Fair Value Weighted Average Remaining Contractual Life As of January 01, 2023 — $ — 0 Granted 5,486,625 $ 0.72 Forfeited — Vested and settled — As of December 31, 2023 5,486,625 $ 0.72 0.85 * To ensure data consistency, all awards were converted to VEON common share price equivalents. The fair value of the awards was determined using the Black-Scholes Option Pricing Model. An expense of US$5 was incurred as of December 31, 2023 (2022: US$1) related to equity-settled awards under this plan. The following table sets forth the range of principal assumptions applied by VEON in determining the fair value of share-based payment instruments granted during the year-ended December 31: Assumptions affecting inputs to fair value models for equity-settled awards and for liability-settled awards for remeasurment as of December 31, 2023 2023 Range Annual risk-free rates of return and discount rates (%) 2.11% - 2.37% Long-term dividend yield (%) —% Expected life of options (years) 1.21 - 2.96 Volatility of share price (%) 61.42% - 94.32% Share price (p)* $0.71 - $0.79 * To ensure data consistency, all awards were converted to VEON common share price equivalents. Deferred Share Plan (“DSP”) The DSP is an equity-settled scheme established in 2021, which enables the Board to award share awards to the selected staff (participants) on a discretionary basis at a no cost to the participants. The awards are conditional on the ongoing employment for a specified period, typically a two-year vesting period. The following awards were granted during the year ended December 31, 2023: Awards* Weighted Average Fair Value Weighted Average Remaining Contractual Life As of January 01, 2023 7,835,235 $ 0.52 0.20 Granted 3,421,919 $ 0.78 Forfeited — Vested and settled (2,608,118) As of December 31, 2023 8,649,036 $ 0.78 0 * To ensure data consistency, all awards were converted to VEON common share price equivalents. The fair value of the awards was determined using the Black-Scholes Option Pricing Model. An expense of US$5 was incurred as of December 31, 2023 (2022: US$6) related to equity-settled awards under this plan. The following table sets forth the range of principal assumptions applied by VEON in determining the fair value of share-based payment instruments granted during the year-ended December 31: Assumptions affecting inputs to fair value models for equity-settled awards and for liability-settled awards for remeasurement as of December 31, 2023 2023 Range Annual risk-free rates of return and discount rates (%) 0.00%–2.56% Long-term dividend yield (%) —% Expected life of awards (years) 0.00–2.00 Volatility of share price (%) 38.12%–115.31% Share price (p)* $0.44–$2.03 * To ensure data consistency, all awards were converted to VEON common share price equivalents. ACCOUNTING POLICIES Equity-settled share-based payments are measured at the grant date fair value, which includes the impact of any market performance conditions. The grant date fair value is expensed over the vesting period, taking into account expected forfeitures and non-market performance conditions, if any, with a corresponding increase in equity. This is based upon the Company’s estimate of the shares or share options that will eventually vest which takes account of all service and non-market performance conditions, if applicable, with adjustments being made where new information indicate the number of shares or share options expected to vest differs from previous estimates. 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 as selling, general and administrative expenses within the income statement. The approach used to account for vesting conditions when measuring equity-settled transactions also applies to cash-settled transaction. Other short-term benefits not related to share-based payments are expensed in the period when services are received. |