VEON Ltd. (VEON) Earnings Call Transcript & Summary

Good morning or good afternoon, ladies and gentlemen. I'm Faisal Ghori. It is my pleasure to welcome all of you to the 2024 Annual General Meeting of Shareholders of VEON Limited. Thank you for joining us. I would remind you to pay due attention to our disclaimer as published on our website as per our notice of meeting circulated to shareholders on or around 25th of April 2024. The purpose of this meeting is limited to seeking your approval for certain amendments to the company's bylaws, the ratification of PwC as the company's ISA auditor for 2023 and the appointment of the nominated directors to the VEON Board. Today, the Annual General Meeting is hosted by our group CEO, Kaan Terzioglu. Let's now begin with an introduction. Over to you, Kaan.

Thank you. Thank you, Faisal. Good morning, and good afternoon to all. It's my pleasure to welcome you all to the 2024 Annual General Meeting of Shareholders of VEON Limited. May I kindly ask you to refer to the AGM section of our website for easy access to our annual corporate governance report for 2023 and other AGM-related materials, including some year-to-date updates. Turning to proposals for today's AGM. The company proposes to amend bylaw #3 to correct legacy formatting errors. The proposed amendment to bylaw 31.1 will allow the Board to convene electronic meetings of the shareholders, which will allow the Board to respond to public health concerns and political sensitivities. We also seek your approval for the ratification of the appointment of PwC to perform the audit of our 2023 financial statements in accordance with ISA standards. Separately, I would like to note that earlier this week, we announced the appointment of UHY as our PCAOB auditor for 2023 consolidated financial statements to meet our NASDAQ listing requirements. Finally, we are proud to recommend 6 exceptional individuals and myself for appointment to the Board, 4 of whom are currently serving on the VEON Board and 3 of whom are nominated for the first time. The nominees represent diverse range of expertise and perspectives, which we believe will assist us delivering on our strategic vision. We thank our outgoing Chairman, Morten Lundal, Karen Linehan and Yaroslav Glazunov, who have supported the company over the past several years as directors. Morten, Karen, Yaroslav, your contributions have been invaluable and it has been a pleasure having you on our Board. We have established that there are at least 2 shareholders present, either in person or by proxy, representing more than 50% of total issued voting shares of the company. We, therefore, have established a quorum, and I would like to run the formal process business of today's meeting with the agenda specified earlier. For the formal business of AGM, we would like to confirm that the shares represented in the meeting appoints company CEO, myself, Kaan Terzioglu, to act as Chairman of the meeting in accordance with our bylaws. Omiyinka?

Yes. As the proxy holder authorized to represent shares in the meeting, I confirm Kaan's appointment as Chairman of the meeting.

Thank you, Omiyinka, for the confirmation. As allowed by bylaws, an invitation to join the meeting electronically by way of the company's Zoom video conferencing network has been sent to registered holders of shares, their duly authorized proxies or their corporate representatives who have requested attendance at the meeting. During the course of this meeting, if you have any difficulties in accessing or using company's Zoom video conferencing network, please use the raise your hand feature to be recognized by a member of our team. Once recognized, you will be directed to someone who can assist you. Alternatively, you may also send us an e-mail at ir@veon.com, which will be continuously monitored so that we can properly assist you in resolving the issues. We would like to welcome Gijs ter Braak, public notary of the law firm Simmons & Simmons, who will be supervising the counting of the poll of the votes as well as representatives from Wakefield Quin, who serves as the company's registered secretary and legal advisers in Bermuda. The meeting agenda and procedural guidelines have been made available to all eligible shareholders ahead of this meeting. We would like to note that the use of visual audio recording equipment other than the company's videoconferencing network Zoom is not permitted at this meeting. Furthermore, if at any time, the safety of those attending the meeting is compromised by our bylaws, I am permitted to adjourn the meeting to a future date and time. As we have announced publicly, the delivery of the 2023 audited financial statements has been delayed due to ongoing external factors resulting from the substantial changes to the company's asset portfolio following the sale of our Russian operations. Therefore, at today's meeting, we will lay the company's unaudited financials for the year-ended December 31, 2023, before our shareholders. Next, we will be asking shareholders to vote on the election of nominated individuals to serve as directors of the company to hold office until the next Annual General Meeting. If you have already submitted a proxy, you do not need to vote here, unless you wish to change your vote. Your proxies will vote in accordance with your proxy instructions. If you wish to vote at this meeting, please use the poll cards distributed to you by e-mail ahead of the meeting. Alternatively, if you would like another poll card, please use the raise your hand feature to be recognized by a member of our team. You will be directed to someone who will ask you for your e-mail address so that we can send you a poll card immediately. You may also send an e-mail directly to ir@veon.com, to which we will promptly reply by sending you a poll card. I will wait any requests for poll cards for the next 10 seconds. Team is ready to act on your requests. Okay. Turning to today's proposals. Proposal #1, that a legacy formatting error in bylaw 3 of the company's bylaws adopted on June 10, 2021, as amended by special resolution passed on June 29, 2023, be addressed. It is all about correcting a mistaken reference to bylaw 3.1 to a correct reference to bylaw 3. Proposal #2, that the bylaw 31.1 of the company's bylaws adopted on June 10, 2021, as amended by special resolution passed on June 29, '23 be revised. The revision is if so determined by resolution of the Board in relation to a general meeting, such general meeting may be held by such electronic means that permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and that electronic participation in such a meeting shall constitute presence in person at such meeting. Proposal #3 concerns auditor appointment and ratification. The third item of our agenda is ratification of the appointment of PwC to audit VEON's consolidated financial statements for the year-ended December 31, 2023, according to ISA auditing standards and the confirmation of the Board's authority to agree auditor remuneration terms both with PwC and with other audit firms as may be required to ensure the company is fully compliant with its legal and regulatory obligations. Proposal #4 to 10, proposals for director appointments. The fourth and final matter to be put to your election of the directors today is to serve on the Board of Directors who will be elected until the next Annual General Meeting of the company. As is set out in the Notice of Meeting, there are 7 individuals seeking election as directors of the company, each of whom will be appointed by virtue of the cumulative voting system detailed in the Notice of Meeting. The 7 nominees have each been vetted as recommended by the company's Remuneration and Governance Committee and the Board of Directors are Michiel Soeting, Kaan Terzioglu, Augie Fabela, Michael R. Pompeo, Sir Brandon Lewis, Andrei Gusev, and Duncan Perry. Each director nomination proposal will be voted on separately by cumulative voting. And summary biographies on all nominees are included in the notice of the meeting and instructions for cumulative voting are all set out in the notice of meeting as well as on your poll card. In brief, you should multiply the number of voting shares that you hold by 7 and distribute the total number of votes among one or more of the nominees. Before we formally consider the proposals to be voted upon today, we are opening the floor to questions received from duly appointed shareholder representatives who are entitled to vote at this meeting. We have circulated procedural guidelines ahead of the meeting, and in order to enable us to conduct an orderly meeting, we are limiting this session to questions submitted ahead of the meeting. Other questions may be submitted to the Board separately for a response outside the forum of this meeting. Let us address the questions we received so far. Our Investor Relations team will, as always, be available to receive and answer further questions outside the forum of this meeting. Faisal, could you please present the questions to us.

Thank you, Kaan. I don't believe we have any other questions. I shall give the floor back to you, Kaan, and you can oversee the [ provision ] of votes.