SCHEDULE: VEON Ownership Shifts: Letterone Reorganizes Holdings

Letterone Investment Holdings S.A. and its affiliates completed an internal reorganization, transferring 840.6 million VEON shares to LPE Middle East Limited.

Summary

• LPE Middle East Limited, L1TS (Cyprus) Ltd, and Letterone Investment Holdings S.A. are the reporting persons for this amendment.
• An internal reorganization within Letterone Investment Holdings S.A. (LIHS) and its affiliates resulted in the transfer of 840,625,000 shares of VEON Common Stock.
• The shares were transferred from L1T VIP Holdings S.a r.l., an indirectly wholly owned subsidiary of LIHS, to LPE Middle East Limited.
• No external funds were used for this internal reorganization.
• Following the transfer, LPE Middle East Limited, L1TS (Cyprus) Ltd, and Letterone Investment Holdings S.A. each beneficially own 840,625,000 shares of VEON Common Stock.
• This represents approximately 45.46% of VEON's outstanding Common Stock and voting capital.
• The percentage is based on 1,849,190,667 shares of Common Stock outstanding as of March 31, 2025, as reported in VEON's Annual Report on Form 20-F filed on March 25, 2025.
• As of December 18, 2025, L1T VIP Holdings S.a r.l. and Letterone Core Investments S.a r.l. ceased to beneficially own more than five percent of VEON's outstanding Common Stock.
• No other plans or proposals related to changes in control or significant corporate actions have been formulated by the reporting persons.

Sentiment

Score: 5

Explanation: The filing reports an internal corporate reorganization of shareholdings, which is a neutral event for the company's operational performance or market position. It reflects a change in the structure of a major shareholder's investment rather than a positive or negative development for VEON itself.

Future Outlook

The reporting persons have not formulated any plans or proposals that would result in significant corporate actions such as mergers, liquidations, sales of assets, or changes to the board of directors or corporate structure of VEON, beyond the described internal reorganization.

Industry Context

This filing primarily details an internal ownership restructuring within a major shareholder group of VEON, a global telecommunications operator. It does not directly reflect broader industry trends but rather a change in the holding structure of a significant investor.

Related Party Transactions

• The transfer of 840,625,000 shares of Common Stock occurred between L1T VIP Holdings S.a r.l. and LPE Middle East Limited, both affiliates of Letterone Investment Holdings S.A., as part of an internal reorganization.

Stakeholder Impact

• Shareholders: The beneficial ownership of 45.46% of VEON's outstanding Common Stock remains with the broader Letterone group, though the specific holding entity has changed. This does not alter the overall control or strategic direction from this major shareholder's perspective.
• Employees, Customers, Suppliers, Creditors: No direct impact is indicated by this internal ownership restructuring.

Key Dates

Recommendation

This Schedule 13D/A filing reports an internal reorganization of shareholdings by a major investor group (Letterone) in VEON. It does not indicate any change in the overall beneficial ownership percentage or strategic intent of this group regarding VEON. There are no new financial metrics, operational updates, or forward-looking statements from VEON itself. Therefore, this specific filing provides no new information that would warrant a change in an existing investment thesis, leading to a 'hold' recommendation based solely on this document.

Keywords

VEON, Letterone, LPE Middle East, L1TS Cyprus, Share Transfer, Internal Reorganization, Beneficial Ownership, Schedule 13D, Telecommunications, Holding Company