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