Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended to add the following at the end thereof: On September 22, 2026, the Issuer approved a buyback program for the repurchase and cancellation of 72,500,000 shares of its common stock (the "Common Stock") by way of on-market and negotiated purchases (the "Buyback Program"). On September 24, 2026, LPE and the Issuer entered into a Share Purchase Agreement (the "Share Purchase Agreement"). Pursuant to the terms of the Share Purchase Agreement, LPE will proportionately participate in the Issuer's Buyback Program such that the Issuer will repurchase (i) 39,542,170 shares of Common Stock represented by ADSs from the market (the "Market Buyback Shares") and (ii) 32,957,830 shares of Common Stock from LPE pursuant to the Share Purchase Agreement (the "Sale Shares"). Following each tranche of on-market repurchases undertaken by the Issuer under the Buyback Program, LPE agrees to sell, and the Issuer agrees to purchase, a number of shares of Common Stock (the "Phase Sale Shares"), calculated as the Sale Shares multiplied by a fraction, the numerator of which is the number of shares of Common Stock represented by ADSs repurchased from the market in the relevant buyback tranche (the "Phase Buyback Shares") and the denominator of which is the Market Buyback Shares, rounded to the nearest whole number, at a price per share calculated as the weighted average price of the on-market ADS repurchases undertaken by the Issuer in the relevant buyback tranche, divided by 25. The "Phase Cancel Shares" for each tranche are the aggregate of the Phase Sale Shares and the Phase Buyback Shares. Each tranche of share purchases described herein is subject to certain closing conditions, including the approval of VEON's board of directors of the cancellation of the Phase Cancel Shares from VEON's issued capital. For the avoidance of doubt, LPE's obligations under the Share Purchase Agreement are limited to the sale of the Sale Shares and do not extend to participation in any subsequent buyback program or any upsize or increase in the Buyback Program approved by the Issuer after the date of the Share Purchase Agreement. The foregoing description of the Share Purchase Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Share Purchase Agreement, which is filed as Exhibit 99.6 to this Schedule 13D and is incorporated herein by reference. Except as described in this Item 4, none of the Reporting Persons has formulated any plans or proposals which relate to or would result in any matter required to be disclosed in response to paragraphs (a) through (j) of Item 4 of Schedule 13D.