VOTING AGREEMENT

Exhibit 3.1

VOTING AGREEMENT

AMONG

XXXX LTD

and

XXXX HOLDING B.V.

Dated as of September 10, 2024

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This Voting Agreement, dated as of September 10, 2024 (as amended,

supplemented, waived or otherwise modified from time to time in accordance with its terms, this

“Agreement”), among XXXX Ltd, an exempted company limited by shares organized under the

laws of Bermuda, and XXXX Holdings B.V., a private limited liability company ( besloten

vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of the Netherlands

(“XXXX Holdings”) .

WITNESSETH:

WHEREAS, on or about 1 March 2024, XXXX Ltd issued 92,459,532 common

shares of XXXX Ltd (“Common Shares”) to XXXX Holdings, in respect of share awards made

or to be made to employees, managers and directors of XXXX Ltd and its subsidiaries under

current and future share incentive plans of XXXX Ltd (the “Share Incentive Plans”, and such

Common Shares held by XXXX Holdings being the “Covered Shares”), and with a view to

XXXX Holdings satisfying such share awards on behalf of XXXX Ltd.

WHEREAS, certain of the Covered Shares are expected to be issued relying on

Category 3 under Regulation S under the US Securities Act of 1933, as amended.

WHEREAS, the parties hereto desire to address herein certain relationships

among themselves with respect to the voting and disposition of the Covered Shares and various

other matters.

NOW, THEREFORE, in consideration of the premises and of the mutual

agreements, covenants and provisions herein contained, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND OTHER MATTERS

Section 1.1. Definitions . The following words and phrases as used herein shall have the

following meanings, except as otherwise expressly provided or unless the context otherwise

requires:

(a) This “ Agreement ” shall have the meaning ascribed to such term in the preamble

hereto.

(b) “ Award Date ” shall have the meaning given to it in the XXXX Holdings Voting

Agreement;

(c) A “ beneficial owner ” of a security includes any person who, directly or indirectly,

through any contract, arrangement, understanding, relationship or otherwise, has or shares: (i)

voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii)

investment power, which includes the power to dispose, or to direct the disposition of, such

security.

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(d) “ Board of Directors ” shall mean the Board of Directors from time to time of VEON

Ltd .

(e) “ Common Shares ” shall mean the common shares in the issued share capital of

XXXX Ltd.

(f) “ Company ” shall mean XXXX Ltd, together with its Subsidiaries from time to time.

(g) “ Covered Shares ” shall mean any Common Shares held by XXXX Holdings B.V. in

connection with the Share Incentive Plans, and any one or more Common Shares cease to be

“Covered Shares” on their respective Award Date, at which point the XXXX Holdings Voting

Agreement begins to apply to such Common Shares as “Covered Shares” (as defined therein).

(h) A “ person ” shall include, as applicable, any individual, estate, trust, corporation,

partnership, limited liability company, unlimited liability company, foundation, association or other

entity.

(i) “ Share Incentive Plans ” means XXXX Ltd’s existing and future equity incentive-

based compensation plans.

(j) “ Sole Beneficial Owner ” shall mean a person who is the beneficial owner of Covered

Shares, who does not share beneficial ownership of such Covered Shares with any other person

(other than pursuant to this Agreement or applicable community property laws) and who is the only

person (other than pursuant to applicable community property laws) with a direct economic interest

in the Covered Shares.

(k) “ Subsidiary ” shall mean any person in which XXXX Ltd owns, directly or

indirectly, at least a majority of the equity, economic or voting interest.

(l) “ Transfer ” shall mean any sale, transfer, pledge, hypothecation or other disposition,

whether direct or indirect, whether or not for value, and shall include any disposition of the

economic or other risks of ownership of Covered Shares, including short sales of securities of the

Company, option transactions (whether physical or cash settled) with respect to securities of the

Company, use of equity or other derivative financial instruments relating to securities of the

Company and other hedging arrangements with respect to securities of the Company.

(m) “ Transfer Restrictions ” shall have the meaning ascribed to such term in Section 2.1

hereof.

(n) “ XXXX Holdings Voting Agreement ” shall mean the voting agreement entered into

between XXXX Holdings and certain employees, managers and directors of XXXX Ltd and its

subsidiaries on or about September 10, 2024, as amended from time to time thereafter, including for

issuances relying on Category 3 under Regulation S under the US Securities Act of 1933, as

amended.

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(o) “ XXXX Ltd ” shall have the meaning ascribed to such term in the preamble .

(p) “ vote ” shall include, without limitation, actions taken or proposed to be taken by

written consent.

Section 1.2. Gender . For the purposes of this Agreement, the words “he,” “his” or

“himself” shall be interpreted to include the masculine, feminine and corporate, other entity or trust

form.

ARTICLE II

LIMITATIONS ON TRANSFER OF SHARES

Section 2.1. Transfer Restrictions .

(a) The parties agree that XXXX Holdings shall at all times be the Sole Beneficial

Owner of all Covered Shares, which restriction shall cease in respect of one or more Covered

Shares on their Award Date (such requirements with respect to ownership of Covered Shares,

collectively, the “Transfer Restrictions”).

(b) The parties further agree that XXXX Holdings will be the shareholder of record on

the Bermuda register of the Covered Shares and shall remain as such until such time as the Covered

Shares are Transferred to a depositary in connection with the listing thereof on a securities

exchange.

(c) XXXX Holdings agrees and consents (i) that the Board of Directors may refuse to

register the transfer of and (ii) to the entry of stop transfer orders against the transfer of Covered

Shares subject to Transfer Restrictions except in compliance with this Agreement.

ARTICLE III

VOTING AGREEMENT

Section 3.1. Voting Undertaking .

(a) In respect of any vote of the shareholders of XXXX Ltd, XXXX Holdings undertakes

to exercise the voting rights attached to all of the Voting Rights: (i) in favour of the board nominees

proposed by the Board of Directors (with any cumulative votes spread equally among such

nominees); and (ii) in accordance with the recommendation of the Board of Directors as notified to

XXXX Holdings for such purposes (the “Voting Undertaking”).

Section 3.2. Irrevocable Proxy and Power of Attorney .

(a) By its signature hereto, XXXX Holdings :

(i) gives the Board of Directors, and each member thereof individually, with full power

of substitution and re-substitution, an irrevocable proxy to vote or otherwise act with respect to all

of the Covered Shares, as fully, to the same extent and with the same effect as XXXX Holdings

might or could do under any applicable laws or regulations governing the rights and powers of

shareholders of a Bermuda company;

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(ii) directs that such proxy shall be voted in connection with any vote of the shareholders

of XXXX Ltd in accordance with the Voting Undertaking;

(iii) authorizes the holder of such proxy to vote on any matters as may come before a

meeting of shareholders of XXXX Ltd or any adjournment thereof in accordance with the Voting

Undertaking.

(b) XXXX Holdings hereby affirms that this proxy is given as a term of this Agreement

and as such is coupled with an interest and is irrevocable. It is further understood and agreed by

XXXX Holdings that this proxy may be exercised by the aforementioned persons with respect to all

Covered Shares for the period beginning on the signature of this Agreement and ending, in respect

of the relevant Covered Shares, on the Award Date.

(c) By its signature hereto, XXXX Holdings appoints the Board of Directors, and each

member thereof individually, with full power of substitution and re-substitution, its true and lawful

attorney- in- fact to direct, in accordance with the provisions of this Article III, the voting of any

Covered Shares held of record by XXXX Holdings, granting to such attorneys, and each of them,

full power and authority to do and perform each and every act and thing whatsoever that such

attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of

paragraph (a) of this Section 3.1, as XXXX Holdings might or could do personally, hereby ratifying

and confirming all acts and things that such attorney or attorneys may do or cause to be done by

virtue of this power of attorney. It is understood and agreed by XXXX Holdings that this

appointment, empowerment and authorization may be exercised by the aforementioned persons

with respect to all Covered Shares, for the period beginning on the signature of this Agreement and

ending, in respect of the relevant Covered Shares, on the Award Date.

ARTICLE IV

MISCELLANEOUS

Section 4 .1. Term of the Agreement; Termination of Certain Provisions . The term of this

Agreement shall continue indefinitely, until terminated with the mutual consent of both parties.

Section 4.2. Amendments . Provisions of this Agreement may be amended only in writing

by both parties .

Section 4.3. GOVERNING LAW . THIS AGREEMENT SHALL BE GOVERNED BY

AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF BERMUDA.

Section 4.4. Resolution of Disputes . Any and all disputes which cannot be settled amicably,

including any ancillary claims of any party, arising out of, relating to or in connection with the

validity, negotiation, execution, interpretation, performance or non-performance of this Agreement

(including the validity, scope and enforceability of this arbitration provision) shall be submitted to

the exclusive jurisdiction of the courts of Bermuda .

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Section 4.5. Relationship of Parties . The terms of this Agreement are not intended to create

a separate entity under the laws of any other jurisdiction. Nothing in this Agreement shall be read to

create any partnership, joint venture or separate entity among the parties or to create any trust or

other fiduciary relationship between them.

Section 4.6. Notices .

(a) Any communication, demand or notice to be given hereunder will be duly given (and

shall be deemed to be received) when delivered in writing by hand or first class mail or by

electronic mail to a party at its address as indicated below:

If to XXXX Ltd ,

c/o MQ Services Limited, Xxxxxxxx Xxxxx, 00 Xxxxxxxx Xxxxxx, Xxxxxxxx, XX00,

Bermuda

Email: [redacted]

Attention: [redacted]

If to XXXX Holdings,

XXXX Holdings BV

Xxxxxx Xxxxxxxxxxx 00, 0000 XX, Xxxxxxxxx, Xxx Xxxxxxxxxxx

Email: [redacted]

Attention: [redacted]

(b) Unless otherwise provided to the contrary herein, any notice which is required to be

given in writing pursuant to the terms of this Agreement may be given by email.

Section 4.7. Severability . If any provision of this Agreement is finally held to be invalid,

illegal or unenforceable, the remaining terms and provisions hereof shall be unimpaired.

Section 4.8. No Third-Party Rights . Nothing expressed or referred to in this Agreement will

be construed to give any person other than the parties to this Agreement any legal or equitable right,

remedy, or claim under or with respect to this Agreement or any provision of this Agreement. This

Agreement and all of its provisions and conditions are for the sole and exclusive benefit of the

parties to this Agreement and their successors and permitted assigns.

Section 4.9. Section Headings . The headings of sections in this Agreement are provided for

convenience only and will not affect its construction or interpretation.

Section 4.10. Execution in Counterparts . This Agreement may be executed in any number

of counterparts, each of which shall be deemed an original, but all such counterparts shall together

constitute one agreement.

IN WITNESS WHEREOF, the parties hereto have duly executed or caused to be duly

executed this Voting Agreement as of the date first above written.

XXXX Ltd

By /s/ Xxxxxxxx Xxxx Xxxxxxxxx

Name: Xxxxxxxx Xxxx Xxxxxxxxx

Title: Director

XXXX Holdings B.V.

By /s/ Xxxxxx Xxxxxx Xxxxxxxxx

Name: Xxxxxx Xxxxxx Xxxxxxxxx

Title: Managing Director

XXXX Holdings B.V.

By /s/ Xxxxx Xxxx Xxxxxxxx

Name: Xxxxx Xxxx Xxxxxxxx

Title: Managing Director