VEON LTD. COMMON SHARES (US$0.001 NOMINAL VALUE) (IN THE FORM OF AMERICAN DEPOSITARY SHARES AND COMMON SHARES) UNDERWRITING AGREEMENTUnderwriting Agreement • September 26th, 2017 • VEON Ltd. • Radiotelephone communications • New York
The Underlying Shares (as defined below) represented by the ADSs are deposited pursuant to the Deposit Agreement dated as of March 26, 2010 (the “Deposit Agreement”) among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. In connection with the Listing and Admission (as defined below), the Underlying Shares have been deposited with Euroclear NL and are held by a custodian on behalf of the Depositary (such deposit, the “European Share Deposit”).
