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Table of Contents
A. [RESERVED]
B. Capitalization and Indebtedness
Not required.
C. Reasons for the Offer and Use of Proceeds
Not required.
D. Risk Factors
In this Item 3.D, we endeavor to discuss all material risks associated with our business. Our business, financial condition or results of operations or prospects could be materially adversely affected by any of these risks, causing the trading price of our securities to decline and you to lose all or part of your investment. However, the risks and uncertainties described below are not the only ones we face. In addition, risks and uncertainties not currently known to us or those we currently view to be immaterial may also become important factors that materially and adversely affect our business, financial condition or results of operations. You should also consider the interrelationship and compounding effects of two or more risks occurring simultaneously.
Risk Factor Summary
The below summarizes the principal risks that could adversely affect our business, operations and financial results. However, you should carefully consider all of the information set forth in this Annual Report on Form 20-F when assessing your investment decision, including, but not limited to, the complete discussion of material risks facing our business as set forth below:
•risks relating to foreign currency exchange loss and other fluctuation and translation-related risks;
•risks relating to the recognition of impairment charges in respect of our cash generating units (“CGUs”), some of which could be substantial, including the potential impairment charge for our Bangladesh CGU following recent political unrest, which may cause us to write-down the value of our non-current assets, including property and equipment and intangible assets (e.g. goodwill);
•risks relating to the ongoing war in Ukraine, such as its adverse impact on the economic conditions and outlook of Ukraine; physical damage to property, infrastructure and assets of JSC Kyivstar (“Kyivstar”); the effect of sanctions and export controls on Kyivstar’s operations and counterparties, including limitations on cash movements, dividend distributions or other upstream payments; volatility in the Ukrainian hryvnia and our other local currencies; our ability to operate and maintain our infrastructure; reputational harm we may suffer as a result of the war, sanctions (including any reputational harm from certain of the beneficial owners of our largest shareholder, LPE Middle East Limited (“LetterOne”), being subject to sanctions); the risk of nationalization affecting Kyivstar; and its impact on our liquidity, financial condition and our ability to operate as a going concern;
•risks related to U.S. import tariffs which disrupted and continue to disrupt global supply chains and heighten economic uncertainty worldwide, exacerbating inflationary pressures;
•risks related to adverse global developments, such as wars, terrorist attacks, natural disasters and pandemics which negatively impact spending appetite, increase operation costs and risk larger scale network outages;
•risks related to developments from competition, unforeseen or otherwise, in each of the countries in which we operate, including our ability to keep pace with technological changes and evolving industry standards;
•risks associated with barriers to 4G smartphone adoption in some of our markets, and with additional capex investments beyond planned levels in relation to 4G infrastructure and upgrades;
•risks that rapid technological changes, including AI adoption and evolving industry standards, render current technologies obsolete, lower barriers to entry for digital-native and OTT competitors offering more personalized or lower-cost services, require substantial capital investment for new technologies and spectrum and expose us to AI-related risks imposing compliance burdens and operational risks, as well as risks of competitors developing similar or superior AI products;
•risks associated with our ability to successfully implement strategic initiatives and integrate acquired businesses;
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•risks associated with cyber-attacks or systems and network disruptions, data protection and data breaches, or the perception of such attacks or failures to protect against such attacks in each of the countries in which we operate, including the costs associated with such events and the reputational harm that could arise therefrom;
•risks relating to changes in political, economic and social conditions in each of the countries in which we operate and where laws are applicable to us, such as any harm, reputational or otherwise, that may arise due to changing social norms, our business involvement in a particular jurisdiction or an otherwise unforeseen development in science or technology;
•risks related to our telecommunications infrastructure and other network assets being vulnerable to damage and disruption from events including natural disasters, extreme environmental conditions, military conflicts, power outages, terrorist acts, riots, government-ordered service restrictions, changes in government regulation, equipment or system failures (including from wear and tear) or improper maintenance or an inability to access or operate such equipment or systems, human error or intentional wrongdoings;
•risks related to our current indebtedness levels, including our ability to raise additional indebtedness on acceptable terms and our ability to comply with the covenants in our financing agreements;
•risks due to the fact that we are a holding company with a number of operating subsidiaries, including our dependence on our operating subsidiaries for cash dividends, distributions, loans and other transfers;
•risks related to the impact of export controls, international trade regulation, customs and technology regulation on the macroeconomic environment, our operations, our ability, and the ability of key third-party suppliers to procure goods, software or technology necessary to provide services to our customers, particularly services related to the production and delivery of supplies, support services, software and equipment sourced from these suppliers;
•risks related to the loss of logos, trade names and similar intellectual property, including our rights to certain domain names;
•risks relating to Kyivstar Group's status as a separately listed public company on Nasdaq;
•in each of the countries in which we operate and where laws are applicable to us, risks relating to legislation, regulation, taxation and currency, including costs of compliance, currency and exchange controls, currency fluctuations, and abrupt changes to laws, regulations, decrees and decisions governing the telecommunications industry and taxation, laws on foreign investment, anti-corruption and anti-terror laws, economic sanctions, import tariffs and restrictions, data privacy, anti-money laundering, antitrust, national security and lawful interception and their official interpretation by governmental and other regulatory bodies and courts;
•risks that the adjudications, administrative or judicial decisions in respect of legal challenges, license and regulatory disputes, tax disputes or appeals may not result in a final resolution in our favor or that we are unsuccessful in our defense of material litigation claims or are unable to settle such claims;
•risks relating to our operations in each country where we conduct business and where laws are applicable to us, including regulatory uncertainty regarding our licenses, regulatory uncertainty regarding our product and service offerings and approvals or consents required from governmental authorities in relation thereto, frequency allocations and numbering capacity, constraints on our spectrum capacity, access to additional bands of spectrum required to meet demand for existing products and service offerings or additional spectrum required from new products and services and new technologies, intellectual property rights protection, labor issues, interconnection agreements, equipment failures and competitive product and pricing pressures;
•risks related to losing our status as exclusive tax residents of the UAE, as certain tax authorities may treat us as being tax resident elsewhere;
•risks related to the activities of our strategic shareholders, lenders, employees, joint venture partners, representatives, agents, suppliers, customers and other third parties;
•risks related to the ownership of our American Depositary Shares (“ADSs”), including those associated with VEON Ltd.’s status as a Bermuda company and a foreign private issuer; and
•other risks and uncertainties as set forth in this Item 3D.
For a more complete discussion of the material risks facing our business, see below.
Market Risks
Investing in frontier markets, where our operations are located, is subject to greater risks than investing in more developed markets, including significant political, legal and economic risks.
Our operations are located in frontier markets. Investors should fully appreciate the significance of the risks involved in investing in a company exposed to frontier markets and are urged to consult with their own legal, financial and tax advisors. Frontier market governments and judiciaries often exercise broad discretion and their economic policies and regulatory frameworks are susceptible to rapid change. The political and economic relations of our countries of operation are often complex and have resulted, and may in the future continue to result, in wars and political upheaval, which could materially harm our business, financial condition, results of operations, cash flows or prospects.
Many of the frontier markets in which we operate are susceptible to experiencing significant social unrest or military conflicts. Our ability to provide service in Ukraine following the onset of the war with Russia has been impacted due to power outages and damage to our infrastructure. Similarly, our subsidiary in Pakistan has also been ordered to shut down parts of its mobile network and services from time to time due to the security or political situation in the country. For example, the Pakistan Telecommunications Authority directed mobile network providers to suspend mobile phone and internet services in scattered areas of several major cities across the country during the period from July 2, 2025 to July 9, 2025 to maintain public safety during religious processions. For example, in September 2025, our operations in Pakistan were affected by armed clashes between Pakistani security forces and Afghan Taliban militants in border regions. These events led to the imposition of heightened security measures and temporary restrictions on mobile networks in certain provinces, disrupting services and increasing operational risks. Similar incidents could occur in other markets where we operate, impacting our ability to maintain network availability and customer service. In May 2025, the situation on the border between Pakistan and India escalated, resulting in a four-day conflict between the two countries. Due to this conflict, Jazz operations, including safety and security and the protection of assets, were impacted and we were forced to deploy extraordinary mitigation measures to address the situation.
Local authorities may order our subsidiaries to temporarily shut down part or all of our networks due to actions relating to military conflicts or nationwide strikes. Furthermore, governments or other factions, including those asserting authority over specific territories in areas of war, could make inappropriate use of our networks, attempt to compel us to operate our network in war zones or disputed territories or force us to broadcast propaganda or illegal instructions to our customers or others (and threaten consequences for failure to do so). This could materially harm our business, financial condition, results of operations, cash flows or prospects.
The economies of frontier markets are also particularly vulnerable to market downturns and economic slowdowns in the global economy, including the introduction or the threat of the introduction of significant tariffs by the United States as experienced in Uzbekistan and Kazakhstan in 2025. As has happened in the past, a slowdown in the global economy or an increase in the perceived risks associated with investing in emerging economies could dampen foreign investment in these markets and materially adversely affect their economies in the short- and long-term. In addition, turnover of political leaders or parties in frontier markets as a result of a scheduled election upon the end of a term of service or in other circumstances may also affect the legal and regulatory regime in those markets to a greater extent than turnover in developed countries and any of these developments could severely limit our access to capital and could materially harm the purchasing power of our customers and, consequently, our business. Such events could also create uncertain regulatory environments, which, in turn, could impact our compliance with license obligations and other regulatory approvals. Such political volatility in the countries in which we operate may adversely affect our ability to operate effectively, expose us to potential expropriation of assets, and result in unpredictable regulatory changes. Additionally, the economic environment may suffer from decreased foreign investment and increased inflation, further complicating our operational landscape. For example, in Bangladesh the mass protests, civil unrest and riots which resulted in the fall of the government of Prime Minister Sheikh Hasina and the establishment of an interim government in July and August 2024 have resulted in a degree of continued political and economic instability in the country, including sustained high inflation which for the year 2025 (and according to the Central Bank of Bangladesh) peaked at 9.94% in January, after a historic high of 11.66% in 2024. Elevated inflation has negatively affected consumer spending appetite and altered telecommunications spending patterns, which in turn has had a corresponding adverse impact on our results of operations during the relevant period. Parliamentary elections, together with a constitutional referendum, were held on February 12, 2026 and resulted in one party securing a comfortable majority, with its leader assuming the premiership and forming a government later that month. While the post‑election law and order situation appears to be under control, the prolonged period of civil unrest has eroded public confidence, and ongoing economic pressures continue to contribute to underlying social and political tensions which may in turn contribute to market and economic difficulties.
The nature of much of the legislation in frontier markets, the lack of consensus about the scope, content and pace of economic and political reform and the rapid evolution of the legal and regulatory systems in frontier markets result in ambiguities, inconsistencies and anomalies in terms of enforcement and interpretation. The legislation often contemplates implementing regulations that have not yet been promulgated, leaving substantial gaps in the regulatory infrastructure. Any of
these factors could affect our ability to enforce our rights under our licenses or our contracts, or to defend our company against claims by other parties. Furthermore, we operate in a number of jurisdictions that pose a high risk of potential violations of the U.S. Foreign Corrupt Practices Act (“FCPA”) and other anti-corruption laws, based on metrics such as Transparency International’s Corruption Perception Index.
Social instability or spread of violence in the countries in which we operate, coupled with difficult economic conditions, could lead to increased support for centralized authority, and a rise in potential nationalizations or expropriations by governments. These sentiments and adverse economic conditions could lead to restrictions on foreign ownership of companies in the telecommunications industry or nationalization, expropriation or other seizure of certain assets or businesses. In most of the countries in which we operate, there is relatively little experience in enforcing legislation enacted to protect private property against nationalization or expropriation. As a result, we may not be able to obtain proper redress in the courts, may continue to be required to expend resources to seek redress for such measures, and may not receive adequate compensation if in the future the governments decide to nationalize or expropriate some or all of our assets. In addition, ethnic, religious, historical and other divisions have, on occasion, given rise to tensions and, in certain cases, military war. Additionally, ongoing tensions and periodic escalations between India and Pakistan could lead to regional instability, which may adversely affect economic conditions in South Asia and increase political risk to our Pakistan operations.
The banking and other financial systems in our countries of operation also tend to be less developed and less regulated, compared to more mature economies, and laws relating to banks and bank accounts are subject to varying interpretations and inconsistent application. Uncertain banking laws may also impact our performance and limit our ability to attract future investment in these countries. For example, in July 2025 the State Bank of Pakistan mandated biometric verification (“BVS”) for all over-the-counter (“OTC”) transactions. The launch was suspended within 18 hours due to NADRA system failures, causing widespread transaction disruptions. After system upgrades, the service was reintroduced on July 21, 2025 but restricted to 48,000 BVS-enabled agents compared to 120,000 previously active agents which negatively impacted our cash-in volumes for August 2025. Such banking risks cannot be completely eliminated by diversified borrowing and conducting credit analyses. In addition, underdeveloped banking and financial systems are more susceptible to a banking crisis, which would affect the capacity for financial institutions to lend or fulfil their existing obligations, or lead to the bankruptcy or insolvency of the banks from which we receive, or in which we hold, our funds, and could result in the loss of our deposits, the inability to borrow or refinance existing borrowings or otherwise negatively affect our ability to complete banking transactions in these countries.
In addition, the central banks and governments in the markets in our countries of operation may also restrict or prevent international transfers, or impose foreign exchange controls or other currency restrictions, which could prevent us from making payments, including paying dividends and third-party suppliers. Furthermore, banks (especially those in our operating countries) have limitations on the amounts of loans that they can provide to single borrowers, which could limit the availability of local currency financing and refinancing of existing borrowings in these countries. For example, in Bangladesh we could face difficulty renewing or obtaining new short-term facilities due to, amongst other factors, efforts by the Central Bank of Bangladesh to streamline the banking industry which may cause local banks to be more conservative in their lending patterns. There can be no assurance that we will be able to obtain approvals under the foregoing restrictions or limitations, which could harm our business, financial condition, cash flows, results of operations or prospects.
We are exposed to foreign currency exchange risks.
A significant amount of our costs, expenditures and liabilities, including capital expenditures and all group-level debt, is denominated in U.S. dollars, while our operating revenue is denominated in Ukrainian hryvnia, Pakistani rupee, Kazakhstani tenge, Bangladeshi taka and the Uzbekistani som. Declining values of these currencies against the U.S. dollar could make it more expensive to repay U.S.-dollar denominated debt, purchase equipment or services denominated in U.S. dollars, and exchange cash reserves in one currency for use in another jurisdiction for capital expenditures, operating costs and debt servicing. In addition, our operating metrics, debt coverage metrics and the value of some of our investments in U.S. dollar terms are affected by foreign currency translations. In recent years, greater inflation in our local currencies relative to the U.S. dollar have negatively impacted our results in U.S. dollar terms. When a local currency depreciates against the U.S. dollar in a given period, the results of such business expressed in U.S. dollars will be lower period-on-period, even assuming consistent local currency performance across the periods.
We primarily generate revenue in currencies which tend to experience greater volatility than the U.S. dollar. For example, the value of the Ukrainian hryvnia experienced significant volatility following the outbreak of the war in Ukraine. The National Bank of Ukraine initially fixed the Ukrainian hryvnia to a set rate of 29.25 to the U.S. dollar in February 2022. Subsequently, in July 2022, it then fixed to a set rate of 36.57 to the U.S. dollar, representing a devaluation of 25%, which it later removed in October 2023, replacing it with a more flexible exchange rate. The National Bank of Ukraine will continue to seek to significantly limit exchange-rate fluctuations, in order to prevent both a significant weakening and a significant strengthening of the Ukrainian hryvnia. Furthermore, we could be materially adversely impacted by a further decline in the value of the Ukrainian hryvnia against the U.S. dollar due to the decline of the general economic performance of Ukraine
(including as a result of the continued impact of the war with Russia), investment in Ukraine or trade with Ukrainian companies decreasing substantially, the Ukrainian Government experiencing difficulty raising money through the issuance of debt in the global capital markets or as a result of a technical or actual default on Ukrainian sovereign debt.
In addition to the Ukrainian hryvnia, the values of the Pakistani rupee, Kazakhstani tenge, Uzbekistani som and Bangladeshi taka have experienced significant volatility in recent years in response to certain political and economic issues, including the recent global inflationary pressure. Such volatility may continue and result in sustained depreciation of these currencies against the U.S. dollar, alternated by periods in which these currencies may stabilize or appreciate against the U.S. dollar. We have also experienced periods of elevated inflation in several of the countries where we operate, driven by high levels of government spending, global increases in the price of goods, political instability, climate‑ and war‑related disruptions, and energy supply constraints. These factors contributed to high inflation rates in 2023 and 2024 and continued into 2025. For example, Bangladesh recorded persistently high inflation throughout 2025, with annual inflation peaking at 9.94% in January 2025 according to the Central Bank of Bangladesh, before moderating to between 8.17% and 8.55% in the second half of the year. These inflationary pressures adversely affected the cost of living and consumers’ spending power in the country. Inflationary pressures can also exacerbate the risks associated with currency fluctuation with respect to a given country. Our profit (“Profit”) margins in countries experiencing high inflation could be harmed if we are unable to sufficiently increase our prices to offset any significant future increase in the inflation rate, manifested in inflationary increases in salary, wages, benefits and other administrative, supply and energy costs, and such price increases may be difficult with our mass market and price-sensitive customer base. See—“The international economic environment, inflationary pressures, geopolitical developments and unexpected global events could cause our business to decline” for further discussion.
To counteract the effects of these foreign currency exchange risks, we engage in certain hedging strategies, to the extent possible, in our operating jurisdictions in respect of the local currencies. However, our hedging strategies may prove ineffective if, for example, exchange rates fluctuate in response to legislative or regulatory action by a government with respect to its currency. For more information about our foreign currency translation and associated risks, see Item 5—Operating and Financial Review and Prospects—Factors Affecting Comparability and Results of Operations, Item 11—Quantitative and Qualitative Disclosures about Market Risk and Note 20—Financial Risk Management to our Audited Consolidated Financial Statements.
The ongoing war in Ukraine has had, and may continue to have, a material adverse impact on our business, financial condition, results of operations, cash flows and business prospects.
The ongoing war in Ukraine has had, and may continue to have, a material adverse impact on our Ukrainian operations. The continuation or escalation of the war could further destabilize the political and economic situation in Ukraine and adversely affect our operations. Events which materially and adversely affect our business may occur without warning. These are highly uncertain times, and it is not possible to execute comprehensive contingency planning in Ukraine due to the unpredictability of the ongoing war and inherent danger in the country. The risks described below outline how prolongation or escalation of the war, expansion of current sanctions, the imposition of new and broader sanctions, and disruptions in our operations, transactions with key suppliers and counterparties could have a direct or indirect impact on our business, financial condition, results of operations, cash flows and business prospects. We cannot assure you that risks related to the ongoing war are limited to those described in this Annual Report on Form 20-F. Our operations in Ukraine represented approximately 26% of our revenue for the year ended December 31, 2025.
The war has had a marked impact on the economy of Ukraine. The war, including its associated economic sanctions against Russia and the export control actions by Russia, have also led to a surge in certain commodity prices (including wheat, oil and gas) and inflationary pressures which have each had an effect on our customers, including their spending patterns. For example, the blended electricity tariff (the average price we pay for electricity) for our Ukrainian operations increased by 19.5% in 2025 and 27.3% in 2024. Although commodity prices have generally declined from their peak levels during the early stages of the war and, in many cases, approached or fell below pre-war averages, they remain subject to volatility and potential increases if global supply is further restricted. Additionally, the electricity scarcity has been and may continue to be is exacerbated due to the intensified Russian strikes on the grid in Ukraine. Such price increases or other inflationary pressures may cause further financial and economic strain on our customers in the other countries in which we operate. Rising fuel prices also make it more expensive for us to operate and power our networks.
Uncertainty in U.S. policy toward Ukraine continues to affect the war and Ukraine’s economy. Despite resumption of military aid and intelligence sharing in March 2025 and additional aid packages in September 2025, uncertainty remains over the U.S.’s long-term position towards Ukraine. Beginning in late 2025, U.S.-led peace discussions intensified, with certain proposals reportedly contemplating that Ukraine cede significant territory, limit its future military capabilities, and agree to remain outside NATO. Further, in January 2026, representatives from Russia, Ukraine and the U.S. attended trilateral talks in Abu Dhabi to discuss the terms for the potential for a peace agreement between the nations. As of March 1, 2026, no agreement to end the war has been made and Russian attacks on Ukraine’s energy infrastructure, which have resulted in sustained blackouts and business disruptions throughout the Ukrainian winter, continue. Growing U.S. pressure to end the conflict may lead to further aid reductions or policy actions weakening Ukraine’s negotiating position. Any adverse peace agreement could result in territorial losses, economic instability, and potential seizure of key infrastructure and assets. A potential timeline for a ceasefire and/or terms for potential settlement remains unclear.
The war has led to damage to or loss of our network infrastructure in Ukraine. We have incurred additional maintenance capital expenditures to maintain, and repair damage to our mobile and fixed-line telecommunications infrastructure in Ukraine resulting from the war. For the year ended December 31, 2025, our costs related to security, fuel for diesel generators, batteries, mitigation measures (which were aimed at protecting the energy independence of our telecom network in the event of further attacks on the energy infrastructure) and other costs were approximately UAH 1,400 million ( US$34 million) compared to UAH 2,024,9 million (US$49 million ) for the year ended December 31, 2024. We expect these costs to continue and potentially increase. while the war in Ukraine persists, which could have a material adverse effect on our business and prospects. We have experienced partial destruction of our infrastructure in Ukraine with about 5% of our combined telecommunication network having been damaged or destroyed, of which about 82% had been restored as of December 31, 2025. Approximately 5% of our telecommunication network is currently remained non-functional and located in the Russian-occupied territories as of December 31, 2025. There can be no assurance that our Ukrainian network will not sustain additional major damage and that such damage can be repaired in a timely manner as the war continues. Although, Ukrainian electrical output conditions improved temporarily in mid-2025, the grid remains subject to renewed attacks, outages and shortages. Should the electrical output once again fall as a result of attacks on Ukraine’s electrical grid, we may once again face challenges ensuring that our network assets in Ukraine have a power source. We have installed approximately 3,740 generators (stationary diesel generators, mobile diesel generator and third-party stationary diesel generators) and approximately 252,000 additional batteries for backup capacity and improved network resilience. There can be no assurance that such capacity will be sufficient to meet regulatory requirements or improve our network resilience. If we do not maintain adequate backup capacity, we could be subject to fines and reputational harm, which could adversely affect our business and results of operations. In addition, certain of our key infrastructure and assets located within Ukraine may be seized or may be subject to appropriation if Russian forces obtain control of the regions within Ukraine where those assets are situated, which may have an adverse effect on our ability to continue to operate in Ukraine.
Customer demand for our services in Ukraine may increase or decrease depending on the fluctuations in the Ukrainian population as a result of Ukrainians relocating in or out of the country due to the war. For example, as of January 2026, the United Nations High Commissioner for Refugees estimated that approximately 5.9 million refugees from Ukraine have been
recorded globally, and the country has sustained significant damage to infrastructure and assets. If the ongoing war persists and Ukrainian refugees choose to relocate permanently outside of Ukraine and switch to local providers, we could lose a significant number of subscribers, which could have a material impact on our customer base, as well as their use and spending on our services. We may also experience fluctuations in the demand for our services if our customers experience difficulties in accessing or using our products and services outside of Ukraine, either as a result of roaming arrangements with our network providers or as a result of switching to a different provider on a temporary or permanent basis. We have experienced a decline in revenue generated from international mobile termination rates (“MTRs”) charged to Ukrainian customers due to implemented EU policies that regulate roaming charges for Ukrainians. In June 2024, Ukrainian President Volodymyr Zelenskyy signed a law establishing a single roaming area with the EU, ensuring that Ukrainian mobile users can continue to use their devices in EU countries without additional charges and vice versa for EU visitors in Ukraine. With Ukraine joining the single roaming area under the “Roam Like at Home” Regulation as of January 1, 2026, we expect the decline in rates charged to Ukrainian customers to continue affect our revenue generation.
In addition, our ability to provide services in Ukraine may be impaired if we are unable to maintain key personnel within Ukraine. We have developed and, in some cases, implemented additional contingency plans to relocate work and/or personnel who are integral to the provision of essential communication services to other geographies and add new locations, as appropriate. Our business continuity plans are designed to address known contingency scenarios to ensure that we have adequate processes and practices in place to protect the safety of our people and to handle potential impacts on our operations. Our crisis management procedures, business continuity plans, and disaster recovery capabilities may not be effective at preventing or mitigating the effects of prolonged or multiple crises, such as civil unrest, military conflict or a pandemic in a concentrated geographic area.
In December 2023, Kyivstar’s network has been the target of a widespread externalcyber-attack that caused technical failure resulting in Kyivstar subscribers being unable to use its communication services. As part of our crisis management procedures and business continuity plans, we worked closely with Ukrainian law enforcement agencies to determine the cause of the attacks; the assessments conducted indicate that Kyivstar likely experienced these attacks as part of the ongoing war in Ukraine. See “We have experienced and are continually exposed to cyber-attacks and other cybersecurity threats that may lead to compromised or inaccessible telecommunications, digital and financial services, leaks or unauthorized access to confidential information” for more information.
In addition, the war in Ukraine has disrupted our strategic plans and diverted Kyivstar’s management’s attention from such initiatives while they focused and continue to focus on the impact the war has had and continues to have on our business in Ukraine, including managing the challenges that arise as a result of the current sanctions regime. Group management and board attention has been similarly diverted, including to manage the sanctions and liquidity challenges that arise for VEON as a result of the current sanctions regime. In addition, management’s attention has been diverted from operations in other countries, as the war requires that they continue to give special focus to our operations in Ukraine. The continuation or escalation of the war in Ukraine and its indirect consequences may increase our need for prudent cash management and reduce our appetite for investments in other countries. The diversion of management’s attention or funds and the lack of dividend upstreaming, and any resulting disruption to our strategic plans, could adversely affect our business, financial condition, results of operations, cash flows or prospects.
The current events in the regions where we operate in Ukraine and from where we derive a significant amount of our business may pose security risks to our people, our facilities, our operations and infrastructure, such as utilities and network services, and the disruption of any or all of them could significantly affect our business, financial conditions and results of operations and cause volatility in the price of our securities.
Sanctions and export control actions
The following former and current ultimate beneficial owners of LetterOne, a 45.46% shareholder in VEON, are the target of sanctions in the EU, U.S. and UK: Mikhail Fridman; Petr Aven; Alexey Kuzmichev; and German Khan, (collectively, the “Designated Persons”). Mr. Fridman resigned from VEON’s board of directors effective February 28, 2022. None of the other Designated Persons were members of the Board of Directors. We understand, based on a letter provided by LetterOne,that Mr. Fridman and Mr. Aven are shareholders in LetterOne (approximately 37.86% and 12.13% share ownership, respectively) and that Mr. Khan and Mr. Kuzmichev are no longer shareholders in LetterOne. In October 2022, Ukraine imposed sanctions for a ten-year period against Mikhail Fridman and Petr Aven, as well as Andriy Kosogov, who is also a shareholder in LetterOne (holding approximately 47.24% of LetterOne’s shares based on a LetterOne memorandum dated May 24, 2022, as further updated February 28, 2023, October 1, 2023, April 25, 2024 and October 23, 2025).
These sanctions apply exclusively to the sanctioned individuals and do not have a direct impact on VEON as these individuals are not part of the Company’s corporate governance mechanisms nor are they able to exercise any rights regarding
VEON (among other things). VEON has not been named as a target of U.S., EU or UK sanctions as a consequence of LetterOne being a 45.46% shareholder in VEON (as of December 31, 2025). Likewise, while LetterOne has certain ultimate beneficial owners that are the target of sanctions, LetterOne has not itself been named as a target of sanctions. However, there can be no assurance that VEON or LetterOne would not become the target of future sanctions or that certain other beneficial owners of LetterOne would not be sanctioned in the future. If we become the target of U.S., EU or UK sanctions, investors subject to the jurisdiction of an applicable sanctions’ regime may become restricted in their ability to sell, transfer or otherwise deal in or receive payments with respect to our securities. Our operations, access to capital and the price of our securities would also be severely negatively impacted as a result.
Due to the association of Designated Persons with our largest shareholder, even after the sale of our Russian operating company PJSC VimpelCom and its subsidiaries (collectively, our “Russian Operations”), the sanctions against certain of our beneficial owners have continued to pose challenges to our business and operations, including harm to our reputation. Certain multinational companies and firms have chosen, of their own accord, to cease transacting with all Russia-based or Russian-affiliated companies or those that they perceive to be affiliated with Russia (i.e. self-imposed sanctions), because of the war and we may continue to be impacted by these actions as a result of the association of the Designated Persons with our largest shareholder. Although many business partners and service providers, including financial institutions and firms providing external auditing services, have chosen to re-engage with us in 2025, we may continue to face challenges, and at times delays, in conducting routine business operations with entities subject to the jurisdictions of relevant sanctions regimes, including international financial institutions, international equipment suppliers and other international service providers, which can impact our ability to raise funds from international capital markets, acquire equipment from international suppliers or access assets held abroad. In addition, we face challenges when engaging with international financial institutions as a result of the issuance of Executive Order 14114 in December 2023, which amended Executive Order 14024, to authorize the U.S. Secretary of the Treasury to impose sanctions on non-U.S. financial institutions in the event it determines such institutions have conducted or facilitated any significant transaction or transactions, or provided any service, involving companies operating in Russia’s technology sector among other sectors. While we do not believe the nature of any remaining ties that we have with VimpelCom, including our Beeline license, falls within the scope of such sanctions, international financial institutions could take a position that VimpelCom operates in Russia’s technology sector, and therefore, decline to process any transactions involving VimpelCom, directly or indirectly. However, some third parties (including financial institutions and firms providing external auditing services), have chosen to revisit their relationships with us and work with us again following the successful completion of the sale of our Russian Operations. Furthermore, the government of Russia has introduced countermeasure sanctions which have subjected or could subject our legal entities and employees in Ukraine to restrictions or liabilities, including capital controls, international funds transfer restrictions, asset freezes, nationalization measures or other restrictive measures.
To the extent that the ongoing war in Ukraine continues or further escalates, the list of companies and firms refusing to transact with companies they determine or perceive to be Russian or Russian-affiliated, including as a result of those companies’ ultimate beneficial owners, may continue to grow. For more information, see “Our operations, access to capital, and the price of our securities may be negatively impacted by the association of Designated Persons with our largest shareholder”.
Nationalization risks and Ukrainian Government action
Our Ukrainian business and network infrastructure may be subject to nationalization risks and adverse executive, legislative and judicial action by the Ukrainian authorities as majority shareholder of Kyivstar Group Ltd. It is possible that the Ukrainian authorities may continue to propose or implement further measures, including sanctions targeting companies that have Russian shareholders, and any such measures or similar measures, if applied in relation to our Ukrainian subsidiaries, could lead to the involuntary deconsolidation of our Ukrainian subsidiaries, a loss in our assets and/or significant disruption to our operations, which would have a material adverse impact on our business, financial condition, results of operations, cash flows and prospects. Below is a summary of certain actions and risks which we anticipate could affect our business.
Nationalization legislation and actions
In May 2023, pursuant to existing Ukrainian nationalization laws (the “Nationalization Laws”), the President of Ukraine signed an initial package of restrictive measures relating to 41 entities. Neither VEON, nor any of its subsidiaries were among the entities named, but the measures did affect a number of large Ukrainian companies due to the presence of Russian citizens in the companies’ ownership structure. Furthermore, as part of the measures adopted by Ukraine in response to the ongoing war with Russia, amendments to the Nationalization Laws have been approved by the Ukrainian Parliament and, as of December 31, 2025, are awaiting signing by the President of Ukraine (the “Nationalization Laws Amendments”). Among
other things, the Nationalization Laws Amendments extend the definition of “residents” whose property in Ukraine (whether owned directly or indirectly) can be seized under the Nationalization Laws to include property owned by the Russian state, Russian citizens, other nationals with a close relationship to Russia, residing or having a main place of business in Russia, or legal entities operating in Ukraine whose founder or ultimate beneficial owner is the Russian state or is controlled or managed by any of the individuals identified above. It is currently unclear when the President of Ukraine will sign the Nationalization Laws Amendments into law, if at all. Separately, in April 2023, the Ukrainian Parliament approved measures to allow for the nationalization of Sense Bank (previously known as Alfa Bank), one of Ukraine’s largest commercial banks, on the basis that Sense Bank is a systemically important bank in Ukraine and it had shareholders that were sanctioned by Ukraine, including Mikhail Fridman and Petr Aven, who are shareholders in LetterOne.
Government powers under martial law
On February 24, 2022, the Ukrainian Government declared martial law, which, among other things, allows the Ukrainian Government to take control of stakes in strategic companies in Ukraine in order to meet the needs of the defense sector. Since then, the martial law period has been continuously extended without interruption. The latest extension, signed into law on October 20, 2025, extends the martial law period until February 3, 2026. The National Security and Defense Council of Ukraine Secretary indicated that, at the end of the application of martial law, assets which the Ukrainian Government has taken control of pursuant to the martial law can be returned to their owners or such owners may be appropriately compensated. Restrictions applicable in Ukraine to all foreign-owned companies have already led to restrictions on the upstreaming of dividends from Ukraine to VEON, prohibitions on renting state property and land, prohibitions on participation in public procurement impacting B2G revenue and restrictions on making payments abroad, including to foreign suppliers (with a small number of exceptions expressly provided by law, or on the basis of separate government approvals). Currently, it is not possible to predict how long the martial law in Ukraine will last, whether any additional restrictions will be introduced, or how long the restrictions will last. There can be no assurance that the Ukrainian authorities will not further extend or use their powers under martial law in ways that will materially and adversely affect our operations and financial condition. Likewise, there is no assurance that we will be able to obtain any separate government approvals for foreign payments and our ability to make dividend payments from our Ukrainian operations could continue to be restricted for some time.
Corporate rights seizure
On October 4, 2023 through November 29, 2024, the Ukrainian courts froze all “corporate rights” of Mikhail Fridman in 20 Ukrainian companies in which he holds a beneficial interest, while criminal proceedings, which are unrelated to VEON or Kyivstar, were initiated in Ukraine against Mikhail Fridman and are still in progress. After the announcement of the Security Service of Ukraine (“SSU”), we received notification from our local custodian that the following percentages of the corporate rights in our Ukrainian subsidiaries had been frozen: (i) 47.85% of JSC Kyivstar, (ii) 100% of Ukraine Tower Company, (iii) 100% of Kyivstar.Tech, and (iv) 69.99% of Helsi. The freezing of these corporate rights prevented any transactions involving our shares in such subsidiaries, including JSC Kyivstar, from proceeding.
We promptly appealed the freezing order imposed by the Ukrainian court. On October 30, 2023, we announced that two appeals had been filed with the relevant Kyiv courts, challenging the freezing of the corporate rights in JSC Kyivstar and Ukraine Tower Company and requesting the lifting of the freezing of our corporate rights. In December 2023, the court rejected the appeals. On June 4, 2024, the Group Chief Executive Officer of VEON (the “CEO”), in his capacity as a shareholder of VEON, filed a motion with Shevchenkivskyi District Court of Kyiv requesting cancellation of the freezing of corporate rights in Ukraine Tower Company. On June 26, 2024, the motion was supplemented to request cancellation of the freezing of corporate rights in JSC Kyivstar, Kyivstar.Tech and Helsi Ukraine (together, the “Other Ukrainian Subsidiaries”).
Subsequently, on November 29, 2024, prior to Kyivstar Group’s listing in August 2025, the Shevchenkivskyi District Court of Kyiv ruled in favor of the request to unfreeze 47.85% of VEON’s corporate rights in JSC Kyivstar, and 100% of VEON’s corporate rights in its Other Ukrainian Subsidiaries: Ukraine Tower Company, Kyivstar.Tech and Helsi (for which 69.99% was frozen by the Ukrainian courts). The decision fully removed the restrictions on VEON’s corporate rights imposed by the Ukrainian courts on our wholly-owned subsidiary Kyivstar and Ukraine Tower Company.
Following the decision of the Shevchenkivskyi District Court of Kyiv, VEON is continuing to work with the local custodian to remove any remaining restrictions in respect of corporate; however, there can be no assurance that such removal will be achieved and we cannot rule out the possibility that Ukrainian courts may in the future freeze, or impose the same or different restrictions on, our corporate rights.
Amending sanctions legislation
In April 2024, draft amendments to the Law of Ukraine “On Sanctions” of August 14, 2014 were introduced in the Ukrainian Parliament (the “Sanctions Law Amendments”), which could be applicable to our subsidiaries in Ukraine. Under the proposed Sanctions Law Amendments, the Ukrainian Government may petition the relevant Ukrainian court to confiscate 100% of the corporate rights in any Ukrainian company if a person sanctioned by Ukraine, directly or indirectly holds a stake in such company, regardless of the percentage of the stake or the manner in which it is held. Following such confiscation, shares in such companies that are attributable to non-sanctioned persons (“Non-sanctioned Persons”) would be held in escrow and would eventually be redistributed to such Non-sanctioned Persons upon application for redistribution.
The voting and dividend rights of Non-sanctioned Persons would be suspended from the moment the shares are placed into escrow until redistribution. If Non-sanctioned Persons fail to apply for formalization of their ownership within five years from the confiscation, their shares would be transferred to the state of Ukraine without compensation. In August 2024, the Sanctions Law Amendments were withdrawn but the possibility cannot be excluded that similar proposals may be introduced in the Ukrainian Parliament at a later date.
Further, on January 14, 2025, the Ukrainian Government registered in the Parliament the Draft Law (“Draft Law”) on Amendments to the Criminal Code of Ukraine and the Criminal Procedure Code of Ukraine and the Law of Ukraine "On Sanctions" regarding the establishment of liability for violation of special economic and other restrictive measures. Under the proposed laws certain actions pertaining to the violation and circumvention of certain sanctions restrictions would be criminally punishable. On June 3, 2025, the Parliament approved the Draft Law on Amendments to the Criminal Code of Ukraine and the Criminal Procedure Code of Ukraine and the Law of Ukraine “On Sanctions” in the first reading. The Draft Law is subject to a second reading in the Parliament.
Ukraine imposed sanctions for a ten-year period against Mikhail Fridman, Petr Aven and Andrey Kosogov due to their ownership in LetterOne in October 2022. These sanctions apply exclusively to the sanctioned individuals and do not have a direct impact on VEON or Kyivstar as these individuals are not part of VEON’s corporate governance mechanisms nor are they able to exercise any rights regarding VEON or Kyivstar. However, we cannot rule out the potential impact of these sanctions on banks’, lenders’ and other parties’ readiness to transfer dividends in the event the above restrictions are lifted, or the nationalization risk such measures pose to us. Furthermore, the government of Russia has introduced countermeasure sanctions which have subjected or could subject us and our employees to restrictions or liabilities, which could include international funds transfer restrictions, asset freezes or other restrictive measures.
Government prosecution
According to press reports, on September 25, 2024, the Ministry of Justice of Ukraine filed a suit with the Ukraine High Anti-Corruption Court seeking confiscation of the shares in various companies related to Mikhail Fridman, Petr Aven and Andrei Kosogov and the company Rissa Investments Limited, in which certain of these individuals hold an interest. None of the shares reported to be targeted by such action are related to VEON or any of our subsidiaries. However, we cannot rule out the possibility that one of our Ukrainian subsidiaries may be the target of, or may otherwise be impacted by, similar actions against the aforementioned LetterOne shareholders, given the previous restrictions on our corporate rights in Kyivstar and our other Ukrainian subsidiaries as a result of LetterOne’s VEON shareholdings.
From time to time, we recognize impairment charges in respect of our CGUs, some of which can be substantial, including the potential impairment charge for our Bangladesh CGU following recent political unrest.
We have incurred, and may in the future incur, substantial impairment charges as a result of significant differences between the actual performance of our operating companies and the forecasted projection for revenue, adjusted EBITDA and/or capital expenditures, which leads to a write-down of the value of our non-current assets, including property and equipment and intangible assets. The possible consequences of financial, economic or geopolitical crises, including the ongoing war in Ukraine and the continuing political transition in Bangladesh, and the impact such crises may have on customer behavior, the reactions of our competitors in terms of offers and pricing or their responses to new entrants in the market, regulatory adjustments in relation to changes in consumer prices and our ability to adjust costs and investments in response to changes in revenue, may also adversely affect our forecasts and lead to a write-down of tangible and intangible assets, including goodwill.
We regularly test our property and equipment and intangible assets for impairment by calculating the fair value less cost of disposal (“FVLCD”) for our CGUs to determine whether any adjustments to the carrying value of CGUs are required. Our assessment of the FVLCD of our CGUs involves estimations about the future performance of the CGU. Accordingly, such estimates can be sensitive to significant assumptions of projected discount rates, EBITDA growth, projected capital expenditures, long-term revenue growth rate and related terminal values. We assess, at the end of each reporting period, whether there exist any indicators (“triggers”) that indicate an asset may be impaired (e.g, an asset becoming idle, damaged or no longer in use). If there are such indicators, we estimate the recoverable amount of the asset. Goodwill is tested for impairment annually (on September 30) or when circumstances indicate the carrying value may be impaired.
Management performed its annual impairment testing of goodwill as of September 30, 2025 and also tested non-goodwill CGUs for impairment as of the same date. Based on the quantitative and qualitative assessments and valuation analyses performed, no impairment or reversal of impairment was identified for any of our CGUs for the period ended September 30, 2025. However, we cannot rule out the possibility that financial, economic or geopolitical crises may arise in one or more of our operating markets that may require adjustments to the carrying value of the related CGU, see Note 13—Impairment of Assets and Note 15—Intangible Assets to our Audited Consolidated Financial Statements for further detail. The circumstances in Bangladesh could also impact our assessment relating to the recognition and recoverability of our deferred tax assets in Bangladesh. For more information see “Changes in tax treaties, laws, rules or interpretations, including our determination of the recognition and recoverability of deferred tax assets, could harm our business, and the unpredictable tax systems and our performance in the markets in which we operate give rise to significant uncertainties and risks that could complicate our tax and business decisions”.
During July and August 2024, our Bangladesh subsidiary and other network providers experienced network outages and blockages in connection with mass protests, civil unrest and riots that resulted in the fall of the government of Prime Minister Sheikh Hasina and the establishment of an interim government. The political unrest negatively impacted the population’s spending appetite and influenced telecom spending patterns, while increased operation costs for the business unit identified indicators of an impairment event with respect to our Bangladesh CGU in the third quarter of 2024. While the interim government has remained in power throughout 2025, and we have not experienced any large‑scale network outages during this period, the political situation in Bangladesh remains uncertain and the potential for renewed political instability persists.
For further information on the impairment of tangible and intangible assets and recoverable amounts (particularly key assumptions and sensitivities), see Note 13—Held for Sale and Discontinued Operations, Note 13—Impairment of Assets and Note 15—Intangible Assets to our Audited Consolidated Financial Statements. For a discussion of the risks associated with the markets where we operate, see —The international economic environment, inflationary pressures, geopolitical developments and unexpected global events could cause our business to decline, —Investing in frontier markets, where our operations are located, is subject to greater risks than investing in more developed markets, including significant political, legal and economic risks and —The ongoing war in Ukraine is having, and will continue to have, an impact on our business, financial condition, results of operations, cash flows and business prospects.
The international economic environment, inflationary pressures, geopolitical developments and unexpected global events could cause our business to decline.
As a global telecommunications company operating in frontier markets, our operations are particularly exposed to global macroeconomic risks (including inflationary pressures), geopolitical developments and unexpected global events, which tend to affect the economies of our operating markets more sharply than developed economies. For more on risks associated with investing in frontier markets, see above in “—Investing in frontier markets, where our operations are located, is subject to greater risks than investing in more developed markets, including significant political, legal and economic risks.” Such events are more likely to result in depreciation of the respective local currency relative to the U.S. dollar, and thus lead to the effects discussed above in “—We are exposed to foreign currency exchange risks.”
Unfavorable economic conditions in our markets can negatively impact our customers’ financial position, which can in turn affect their spending patterns and usage of our products. During such downturns, it may be more difficult for us to grow our business, either by attracting new customers or by increasing usage levels among existing customers, and it may be more likely that customers will downgrade or disconnect their services, making it more difficult for us to maintain ARPUs and subscriber numbers at existing levels. In addition to the potential impact on our revenue, ARPUs, cash flow and liquidity, such economic downturns may also impact our ability to decrease our costs, execute our strategies, take advantage of future opportunities, respond to competitive pressures, refinance existing indebtedness or meet unexpected financial requirements.
Adverse global developments, such as wars, terrorist attacks, natural disasters and pandemics, have impacted and will continue to impact the global economy and thus our business, financial condition, results of operations, cash flows or prospects. Outside of the ongoing war in Ukraine, we are exposed to other geopolitical and diplomatic developments that involve the countries in which we operate. For example, political unrest and civil disturbances in Bangladesh during the summer of 2024 resulted in our subsidiary experiencing data network shutdowns that disrupted our operations and, along with other factors, caused a decline in Banglalink’s subscriber base and revenue. This instability has persisted throughout 2025, with the interim government limitations to stabilize the economic environment and implement lasting economic reforms, contributing to continued inflationary pressures and weak consumer spending. Similarly, in Pakistan, political volatility has continued through 2025, marked by security crackdowns and armed clashes in border regions, as well as government-imposed mobile and internet restrictions during periods of unrest. These conditions have negatively impacted our ability to provide uninterrupted services and have increased operational and compliance risks in both markets.
In addition, rising costs for energy, food, housing, transportation, and other commodities, driven in part by the ongoing war in Ukraine, have led to elevated inflation across many countries and placed downward pressures on corporate profitability. While over the course of 2023 and part of 2024, central banks responded to inflationary pressures with rapid increases to interest rates, monetary authorities in the United States, the European Union, and the United Kingdom held rates steady or shifted toward rate cuts throughout 2025, reflecting a more cautious approach amid slowing economic conditions and moderate inflation.
Despite this transition to rate stability, the macroeconomic environment remains uncertain. Increasing price volatility in fossil fuels and continued uncertainty regarding inflation rates continue to pose a risk to global economy in many of the markets in which we operate and may result in recessionary periods and lower corporate investment. These dynamics could lead to economic strain on our business and on current and potential customers. Additionally, in April 2025, the U.S. announced tariffs on imports from all countries including a 10% baseline tariff on all imports and higher “reciprocal” tariffs on imports from countries with significant trade deficits. Although, the U.S. government declared a 90-day moratorium on all reciprocal tariffs, except those on imports from China, tariff policy continued to evolve throughout 2025, with certain country-specific duties reinstated in July and further adjustments announced in November to ease cost pressures on essential goods. For example, starting on August 1, 2025, Kazakhstan became subject to an additional 25% tariff “on any and all Kazakh products sent into the United States, separate from all Sectoral Tariffs.” In response, to such tariff policies, several countries imposed or maintained retaliatory tariffs and other trade measures on U.S. imports. On February 20, 2026, the U.S. Supreme Court struck down tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), holding by a 6–3 vote that IEEPA does not authorize the President to impose tariffs and that such taxing authority rests with Congress. In response, the administration relied on alternative statutory authorities, including the Trade Act of 1974 and the Trade Expansion Act of 1962, to maintain or reimpose tariffs, in some cases at higher levels than those previously in effect, including on imports from countries with existing bilateral agreements. While the ruling invalidated IEEPA‑based tariffs, it did not address refunds for tariffs already paid, creating uncertainty regarding U.S. trade policy and potential responses from affected trading partners. These developments have disrupted global supply chains and heightened economic uncertainty worldwide, particularly in certain of the countries in which we operate, some of which were subject to high reciprocal tariffs. This has led and may continue to lead to increased costs of goods in our markets, exacerbating inflationary pressures, which may in turn negatively affect our customers’ spending patterns, including their spending on our services.
Our financial performance has been and may continue to be affected by macroeconomic issues more broadly, including risks of inflation, deflation, stagflation, recessions, changes in sovereign debt levels and instability of currencies across our key markets and globally. Global economic markets have seen extensive volatility over the past few years owing to the outbreak of the COVID-19 pandemic, the war in Ukraine, the war between Israel and Hamas, the escalation of the conflict between Israel and Iran the recent development in Venezuela, the March 2023 banking crisis and the resulting closure of certain financial institutions by regulators, and generalized political instability.
The armed conflict between the United States, Israel and Iran that commenced on February 28, 2026, has further exacerbated political and financial instability in the Middle East. The conflict involves joint U.S. and Israeli military operations targeting Iranian military and government facilities. In response, Iran has launched retaliatory missile and drone attacks on Israel, U.S. military assets and Gulf states, including the United Arab Emirates, Saudi Arabia, Qatar, Kuwait and Bahrain. This conflict has caused significant casualties in the region, disrupted commercial air travel, damaged critical infrastructure (including airports), suspended shipping through the Strait of Hormuz and led to severe volatility in global oil and natural gas markets. The duration and ultimate scope of this conflict remain highly uncertain. A prolonged or expanding conflict could result in sustained disruptions to regional and global economic conditions, continued volatility in energy markets and further deterioration of commercial and financial activity across the Middle East. In the event that significant losses are sustained by Gulf Cooperation Council states, this could have a dramatic adverse effect on global investment flows and economic stability. Our corporate headquarters is located in United Arab Emirates, which is among the Gulf states that have been directly affected by the conflict. As a result, we face heightened exposure to the risks arising from this regional instability, including potential threats to the safety of our personnel, disruptions to local infrastructure, restrictions on commercial travel to and from the region and interruptions to our day-to-day headquarters operations, including the need to implement remote work arrangements. We have implemented measures to support and protect our employees in Dubai during this period of heightened regional instability. While the conflict has not, to date, had a material adverse effect on VEON's operations outside of the Gulf region, an escalation or prolonged continuation of hostilities could have spillover effects on the countries in which we operate, including Pakistan, which shares a border with Iran and could be affected by regional destabilization, increased protests and civil unrest, refugee flows, or economic disruption. Any escalation of hostilities in the region, including further attacks on the United Arab Emirates or its infrastructure, could have a direct and material adverse effect on our headquarters operations.Additionally, the indirect effects of a prolonged conflict including sustained elevated oil and energy prices, disruptions to global supply chains, reduced foreign investment in emerging markets, increased cybersecurity threats, and broader macroeconomic instability could adversely affect our operations, the economies of the markets in which we operate and the financial condition of our customers and business partners.
Additional factors contributing to volatility include trade and tariff uncertainty following U.S. tariff actions in 2025 and 2026, as well as the increasing frequency of extreme weather events and natural disasters impacting infrastructure and
global supply chains. These events have created, and may continue to create, significant disruption of the global economy, supply chains and distribution channels, and of the financial and labor markets. If such conditions continue, recur or worsen, this may have a material adverse effect on customer demand, our business, financial condition and results of operations, our ability to access capital on favorable terms, or at all. If current levels of market disruption and volatility continue or increase, we might continue to experience reductions in business activity, increases in funding costs, decreases in asset values, additional write-downs and impairment charges and lower profitability.
We operate in highly competitive markets across our telecommunications and digital businesses which affect our ability to expand our customer base, retain our existing customers, sustain customer engagement and maintain revenue growth.
The markets for telecommunications products and digital services in the markets in which we operate are highly competitive in nature and are becoming increasingly saturated and highly penetrated. Competitive dynamics increasingly extend beyond price and network coverage and are influenced by customer experience, service quality, digital capabilities, trust, data usage and ecosystem offerings. In recent years, such dynamics have evolved rapidly as a result of technological developments, including cloud, artificial intelligence (“AI”), fintech and other adjacent digital services, as well as changing customer expectations and consumption behavior. In the telecommunications space, competition further intensifies from time to time due to industry consolidation, strategic alliances, new market entrants, and regulatory liberalization. Our telecommunications businesses face competitors ranging from incumbent telecom operators to digital-native and OTT (“OTT”) providers, some of which benefit from greater scale, alternative cost structures, regulatory advantages, or superior access to capital. Technological developments that lower barriers to entry may further increase competitive pressure. Across the wide variety of digital services we offer, a plethora of factors—including emerging technologies tending to displace existing ones, low barriers to entry, high customer expectations and winner-take-all dynamics—lead to such competitive pressures being particularly acute.
To address these dynamics, our strategy focuses on increasing customer engagement, trust and lifetime value, in addition to maintaining and growing connectivity relationships. This includes expanding digital services, leveraging data-driven personalization, enhancing customer experience and developing locally relevant digital ecosystems. However, our financial performance has been and will continue to be impacted by our effectiveness in executing these strategies to attract, retain and engage customers. If we are unable to retain and engage customers, increase usage or successfully monetize our offerings, including digital services, our financial performance could be adversely affected. In mature or saturated markets, opportunities for customer base expansion may be limited, and our growth depends increasingly on our ability to increase revenue per customer, which may be negatively influenced by competitive pricing pressures, affordability challenges and adverse macroeconomic conditions and geopolitical developments in our operating markets. For more on how global macroeconomic conditions, geopolitical developments and unexpected global events impact consumer spending see above —The international economic environment, inflationary pressures, geopolitical developments and unexpected global events could cause our business to decline.
While expansion into adjacent digital verticals provides growth opportunities, it may also introduce additional competitive and operational complexity, including the need to scale efficiently and compete with specialized or well-capitalized players. Despite diversifying our revenue base, a substantial portion still comes from our telecommunications and infrastructure business, which remains exposed to competitive pressure, technological change, and evolving customer behavior. This revenue stream accounted for 82.7% and 88.5% of our revenues for the year ended December 31, 2025 and December 31, 2024, respectively, and will continue to be vulnerable to these risks.
Each of the items discussed immediately below regarding the competitive landscape in which we operate could materially harm our business, financial condition, results of operations, cash flows or prospects:
•industry-wide developments or technological advancements that change customer behavior, purchasing power, or service accessibility;
•regulatory or competitive practices driving price-based competition or imposing price caps;
•rapid technological and regulatory changes that may outpace our ability to adapt (for more on this risk, see —We may be unable to keep pace with technological changes and evolving industry standards, which could harm our competitive position and, in turn, materially harm our business);
•pressure to adopt aggressive marketing strategies, such as lower tariffs, handset subsidies, or higher dealer commissions;
•limited growth opportunities in mature markets, increasing reliance on revenue per customer through data services and next-generation technologies;
•inability to deliver superior customer experience or compete effectively through digital and physical channels;
•expansion into new services (e.g. fixed-line broadband, cloud, DFS, streaming, digital health) exposing us to more competitors;
•regulatory liberalization increasing competition;
•competitors with cost advantages, greater resources, stronger brands, preferential regulatory treatment or other competitive advantages;
•competitor alliances restricting our access to critical systems or resources;
•declining demand for traditional voice and messaging, commoditization of data, and competition from OTT providers; and
•competitors partnering with OTT players or bundling services (e.g. fixed-line, broadband, Wi-Fi, TV, mobile) to enhance customer appeal.
Our core growth strategies of expanding our digital offerings and investing in 4G connectivity in our markets may not be successful.
We are focused on growing and nurturing digital businesses within the VEON Group. Since 2021, our operating companies have been executing our “digital operator 1440” model aiming to enrich our connectivity offering with proprietary digital applications and services. With this model, we aspire to grow not only the market share of our telecommunications operators pursuant to our “multi-play” strategy, but also grow the relevance and the wallet share of our businesses by delivering value via mobile entertainment, mobile health, mobile education, mobile financial services, ride-hailing and delivery as well as digital enterprise services, etc. However, as a result of the barriers mentioned below or other unforeseen risks, we may not be able to grow our digital businesses as we aspire to, meaning that we will not achieve the expected return on investment for our 4G network rollouts.
As of December 31, 2025, our digital revenue was 17.3% of total revenue. Complementing our “digital operator 1440” model is our “asset-light” strategy through which we seek to maximize operational efficiency by disposing of our network infrastructure through sales of our tower assets and other M&A (“M&A”) activity, such as the sale of TNS+ (a Kazakh wholesale telecommunications infrastructure services provider) in which the Company held a 49% stake until the closing of the sale in 2024. On June 3, 2025, following receipt of all required regulatory and other approvals, we completed an amalgamation agreement, with Engro Corporation Limited (“Engro Corp”) under which our infrastructure assets vests into Engro Connect, a subsidiary of Engro Corp, with PMCL continuing to lease extensive infrastructure from Engro Connect, a subsidiary of Engro Corp, for the provision of nationwide mobile voice and data services under a long-term partnership agreement. However, the implementation of this asset-light strategy is not without risks, including high transaction costs (including external advisor service fees) and the inability to recover associated investment costs or realize anticipated synergies, costly and inconvenient delays that have the potential to disrupt our operations or delay the realization of expected business outcomes, regulatory scrutiny and hurdles which may also cause untimely delays and the diversion of management attention from core business operations, and other potential risks. Selling our tower infrastructure and subsequently entering into long‑term service or lease arrangements for their use may expose us to increased operational and financial risks. In particular, such long‑term lease arrangements may result in the recognition of significant lease liabilities on our balance sheet, which could adversely affect our leverage ratios and negatively impact our ability to comply with debt covenant requirements. In addition, these arrangements may lead to higher operational costs and potential service disruptions if third‑party operators fail to perform their obligations in accordance with the terms of the relevant agreements. Upon expiry of the lease or service term, we may also be unable to negotiate equally favorable renewal terms, which could result in increased costs or reduced service quality, either of which could negatively impact our operations.
Further, the development of proprietary digital applications and services also requires investment in capital and research and development as well as skilled personnel such as software developers, the cost of which we may not be able to recover if the resulting digital products and services do not realize the expected return, or are otherwise unprofitable, or unsuccessful. Digital products may also become obsolete or outdated with rapid technological advancements compared to the time required to develop and market such products which will limit realized returns on our investment. We may also lose customers to competitors who develop competitive products due to the ease of switching between certain digital products and services.
4G-based growth in mobile connectivity, digital services and increasing our customers’ spend in line with a broader spectrum of services provided are also central to our growth strategy. Since 4G penetration across our markets is low compared to mature economies, we invest in expanding the coverage of 4G networks and improving the quality of the mobile voice and data experience, including through partnerships where relevant. Our 4G deployment is coupled with other strategic initiatives that result in a reduction of the mobile internet usage gap among populations already within mobile data coverage, such as increased affordability, increased smartphone penetration and use of content. However, we may need to invest more heavily than anticipated to capture the growth opportunities available in some of our markets.
However, barriers to 4G smartphone adoption in some of our markets, including:
•upfront costs and heavy taxation of smartphones;
•price-based competition adopted by some of our competitors;
•import restrictions;
•potential introduction of excessive quality-of-service requirements;
•potential limitations on provision of digital services by connectivity providers;
•regulatory expectations around the premature adoption of 5G in some of our markets; and
•highly regulated and often bureaucratic and slow-moving licensing and regulatory regimes,
are among the risks we face in the execution of this strategy. In addition, regulatory compliance requirements can significantly impact our operations and capital allocation. For example, in 2025, our operating company in Pakistan was obligated under the mobile license of AJK&GB region by PTA to upgrade its entire deployed network along with additional ten new sites annually with 4G services with ensuring a minimum speed of 4 Mbps. Non-compliance could result in encashment of a US$ 250,000 bank guarantee, penalties of up to PKR 350 million (US$ 1.2 million), as well as risk to the US$ 13.5 million license. As of December 2025, only partial compliance had been achieved for 4G upgrades sites. These requirements may necessitate additional capex investments beyond planned levels, or expose us to significant financial and operational penalties if compliance is not met.
For more information on our growth strategy, see Item 4—Information on the Company.
Rapid technological changes, including the adoption of artificial intelligence and evolving industry standards, could harm our competitive position.
The telecommunications industry is characterized by rapidly evolving technology, industry standards and service demands, which may vary by country or geographic region. Accordingly, our ability to compete successfully depends on anticipating and adapting to technological developments, deploying new solutions efficiently and complying with evolving regulatory requirements across multiple jurisdictions. The landscape and markets in which our digital businesses operate are similarly subject to rapid change, including from technology advancement and changes in customer behavior.
It is possible that the technologies or equipment we use today will become obsolete or subject to competition from new generation technologies for which we may be unable to deploy or obtain the appropriate license, in a timely manner or at all. Also, in some of our markets, if our current licenses and spectrum do not account for 5G technology we may require additional or supplemental licenses and spectrum to implement 5G technology or to upgrade our existing 2G, 3G and 4G/LTE networks to remain competitive, and we may be unable to acquire such licenses and spectrum on reasonable terms or at all. In addition, it is impossible to predict with certainty whether the technologies we select will prove to be the most economical, efficient or attractive to customers, whether they will be developed on anticipated schedules or perform as expected, or whether they will achieve commercial acceptance.
Technological change also impacts the capabilities of equipment our customers use, such as mobile handsets, and potential changes in this area may reduce demand for our services in the future. Implementing new technologies also requires substantial investment and there can be no guarantee that we will generate our expected return on any such investments. We may be unable to develop or maintain additional revenue market share in markets where the potential for additional growth of our customer base is limited, given existing market share, and we may incur significant capital expenditure as our customers demand new services, technologies and increased access. Rapid advances in AI and other digital technologies may also lower barriers to entry, accelerate innovation cycles or enable alternative service delivery models. Digital-native and OTT providers may leverage such technologies to deliver more personalized, efficient or lower-cost services, which could increase competitive
pressure. In addition, technology shifts such as increased adoption of eSIM technology, IP-based voice services and alternative connectivity models may affect subscriber behavior, roaming revenues and traditional service usage patterns.
We increasingly use data analytics, automation and AI technologies across our operations and customer-facing services, including network optimization, customer care, marketing, cybersecurity, energy management and operational efficiency. We have also introduced Augmented Intelligence 1440 or (“AI1440”) strategy, which focuses on embedding AI-powered capabilities across our digital platforms. For more information on the AI capabilities embedded within our digital platforms, see Item 4B—Business Overview. However, AI-driven solutions present risks such as algorithmic bias, data privacy and security concerns, regulatory uncertainty, and reliance on accurate, high-quality data. AI systems may produce unintended or inaccurate outcomes, which could affect service quality and customer satisfaction, result in reputational harm or legal liability, and pose cybersecurity risks, particularly if models are fine-tuned with internal data. Implementing AI also requires specialized technical expertise and governance frameworks to comply with evolving regulations. An increasing number of jurisdictions are adopting AI-specific regulations and content moderation rules, which could impose additional compliance burdens.
We have invested significant resources to the integration of AI capabilities in our operations, including by providing specialized training to employees. Should we be unable to successfully leverage the opportunities presented by AI and any other such new technological advances or should our governance processes prove to be insufficient to support the AI opportunities available to us, benefits of the implementation of any new such technologies may not materialize.
In addition, meeting evolving industry requirements, including the increasing use of AI and machine learning technologies, and introducing new products to the market in a timely manner and at prices that are acceptable to our customers are significant factors in determining our competitiveness and success. Competitors may develop AI products and technologies that are similar or superior to ours or more cost-effective to deploy. Intellectual property restrictions could also limit our ability to make, use, or sell AI products or services. Furthermore, new technologies may introduce alternative ways for customers to consume or engage with services, which could lead to customer churn and negatively affect retention and growth. These factors collectively create uncertainty and risk around our technology investments and future competitiveness.
The use of AI in our products and services also exposes us to additional risks that have the possibility to harm our business and negatively impact our results of operations, including:
•Data privacy and security risks, as AI systems often rely on large volumes of customer data, increasing the potential for misuse or breaches,
•Regulatory and compliance risks, as governments may impose new rules governing AI usage, algorithms, and data handling,
•Operational and ethical risks, such as unintended bias in AI models or errors in automated decision-making that could harm customer trust or lead to reputational damage,
•Liability risks, if AI-driven services malfunction or produce inaccurate outputs that negatively impact customers.
If we are not able to effectively anticipate or adapt to these technological changes in the telecommunications market, including AI integration, or to otherwise compete in a timely and cost-effective manner, we could lose customers, fail to attract new customers, experience lower ARPU or incur substantial or unanticipated costs and investments in order to maintain our customer base, all of which could materially affect our business, financial condition, results of operations, cash flows or prospects.
Our revenue performance can be unpredictable by nature, as a large majority of our customers have not entered into long-term fixed contracts with us.
Our primary source of revenue comes from prepaid mobile customers, who are not required to enter into long-term fixed contracts, and we cannot be certain that these customers will continue to use our services and at the usage levels we expect. Revenue from postpaid mobile customers represents a small percentage of our total operating revenue and such customers can cancel our postpaid contracts with limited advance notice and without incurring significant penalties. For example, as of December 31, 2025, approximately 97% and 73% of our customers in Pakistan and Ukraine, respectively, were on prepaid plans. Furthermore, as we incur costs based on our expectations of future revenue, the sudden loss of a large number of customers or a failure to accurately predict revenue in a given market could harm our business, financial condition, results of operations, cash flows or prospects.
Liquidity and Capital Risks
As a holding company, we rely on the performance of our operating subsidiaries and their ability to pay dividends or make other transfers to VEON Ltd. to maintain our desired liquidity buffer and service Group-level debt and other spending.
VEON Ltd. is a holding company and does not generate any revenue on its own. Its principal assets are the direct and indirect equity interests of the Group’s operating companies, which generate nearly all of our group’s revenue As a result, VEON Ltd. depends on cash dividends, distributions, management fees, loans or other transfers received from its subsidiaries to service group level obligations, including servicing group indebtedness, employee and other HQ costs, advisor fees and other expenses on HQ-led transactions. The ability of its subsidiaries to pay dividends and make other transfers to VEON Ltd. (and, in parallel, of VEON Ltd. to withdraw funds and dividends from its subsidiaries) is not guaranteed, as it depends on the success of their respective businesses and may be restricted by applicable corporate tax and other laws and regulations. Such restrictions may include restrictions on dividends, limitations on repatriation of cash and earnings and on the making of loans and repayment of debts, monetary transfer restrictions, covenants in our financing agreements, and foreign currency exchange controls and related restrictions in certain agreements or certain jurisdictions in which VEON Ltd.’s subsidiaries operate, and may be subject to obtaining the consent of our strategic partners, where applicable, and currency controls within the countries in which we operate. For more information on the legal and regulatory risks associated with our markets and restrictions on dividend payments, see—Regulatory, Compliance and Legal Risks— We are subject to an extensive variety of laws and operate in uncertain judicial and regulatory environments.
In addition, capital controls and other restrictions, including limitations on payment of interest, dividends or international funds transfers, along with punitive taxes and penalties targeted at foreign entities, may also impact Group liquidity. Following the onset of the war in Ukraine, capital controls were introduced by the National Bank of Ukraine on February 24, 2022, in connection with the declaration of martial law. These controls prohibit our Ukrainian subsidiaries from making any interest payments to us and severely limit or restrict our ability to direct dividend payments to our non-Ukrainian entities or the transfer of foreign currency to entities outside of Ukraine and are expected to last for the duration of the application of martial law. Currently, it is not possible to predict how long martial law in Ukraine will last. As a result of the above, we do not expect Kyivstar Holdings B.V., the immediate parent company to JSC Kyivstar, to receive interest or meaningful dividend payments in the foreseeable future, which could strain Kyivstar Group Ltd.’s liquidity outlook. See —Market Risks—Investing in frontier markets, where our operations are located, is subject to greater risks than investing in more developed markets, including significant political, legal and economic risks for a further discussion of the risk of deconsolidation. Similarly, at times, our local operating subsidiaries depend on support received from us through cash generated in other jurisdictions or through debt incurred at the Group level to make capital expenditures, service debt or to meet other obligations. The ability of an operating subsidiary to receive from, or make a transfer to, another Group entity can be limited by cash restrictions imposed by governments or restrictions in private contracts. The inability to make payments and/or transfer funds within the Group could limit or prohibit the payment of cash dividends, distributions, the repayment of indebtedness or payment of debt servicing obligations and thus could result in a default under any such instruments.
From time to time, selling certain Group assets fits within the broader Group strategy, which in turn can result in the Group receiving sale proceeds directly. For example, in August 2025 and January 2026, the Group received proceeds from Kyivstar’s initial listing and a secondary offering, respectively. However, such transactions may not always be in line with the Group’s overall business strategy and thus should not be depended on in liquidity forecasts. Furthermore, as part of our “asset light” strategy, we are focused on exploring opportunities to monetize our network infrastructure. As these transactions are completed, funds may be received by the Group. However, network infrastructure tends to be highly regulated by telecommunications authorities and such transactions tend to require protracted regulatory approvals and commercial negotiation. As a result, we cannot depend on proceeds from asset sale activity to be received on a regular basis and contribute to our liquidity position.
From time to time, we may need to raise additional capital at the group level or at our operating companies, which may come at significant cost.
To address maturities of group debt or to conduct M&A activity at the group or local level, we may need to raise additional capital, including through debt financing, which we have historically done through the international and local capital markets. The cost of raising additional capital at the group level is affected by the amount of indebtedness and debt service obligations we have at the relevant time and the strength of our credit rating given to us by rating agencies, as well as by general market conditions at the time. Compared to our historical access to the capital markets, without the Russian Operations we are now a smaller company with a different credit and risk profile operating in a generally higher interest rate environment. Consequently, our borrowing costs’ for our 2025 financings were higher than our historic blended borrowing costs, and we anticipate that trend to continue for the foreseeable future.
In addition, economic sanctions that have been imposed in connection with the war in Ukraine have also negatively affected existing financing arrangements. These sanctions may also affect our ability to secure future external financing due to an unwillingness of some banks, and other debt investors to transact with, provide loans to or purchase bonds of entities with significant indirect share ownership by Russian entities or individuals. For example, the sanctions introduced have led certain banking partners to reassess and, in some instances, to significantly scale back their services to us. See—Market Risks— The ongoing war in Ukraine is having, and will continue to have, an impact on our business, financial condition, results of
operations, cash flows and business prospects, for a discussion of reputational risks arising from the ongoing war. In July 2025, Fitch (“Fitch”) and S&P (“S&P”) each published their assigned credit ratings to VEON, after withdrawing publication in 2022 due to our then-significant Russian Operations. Later, in July 2025, VEON Ltd. was assigned a ‘BB-’ rating by both Fitch and S&P. If VEON’s credit ratings were lowered or withdrawn again in the future, it could negatively impact our ability to utilize the capital markets to secure credit or funding. If we are unable to raise additional capital in the markets in which we want to raise it, or at all, or if the cost of raising additional capital significantly increases, we may be unable to make necessary or desired capital expenditures, take advantage of investment opportunities, refinance existing indebtedness or meet unexpected financial requirements, and our growth strategy and liquidity may be negatively affected. This could cause us to be unable to repay indebtedness as it comes due, to delay or abandon anticipated expenditures and investments or otherwise limit operations.
The telecommunications industry is highly capital intensive and requires substantial and ongoing expenditures of capital.
Operating our telecommunications businesses requires significant amounts of cash to improve and maintain our networks. In some of our countries of operation, the physical infrastructure, including transportation networks, power generation and transmission and communications systems, is in poor condition and is susceptible to damage as a result of extreme weather events and natural disasters. See—Operational Risks—Our network infrastructure, equipment and systems are subject to disruption and failure for various reasons, for a discussion of how extreme weather events and natural disasters pose a risk to our operations. Our success also depends to a significant degree on our ability to keep pace with new developments in technology, including AI technologies, to develop and market innovative products and to update our facilities and process technology, which will require additional capital expenditure in the future. See—Market Risks—We may be unable to keep pace with technological changes and evolving industry standards, which could harm our competitive position and, in turn, materially harm our business, for a discussion of risk arising from customer expectations in respect of AI-enabled products and services. We cannot provide any assurance that our business will generate sufficient cash flows from operations to enable us to fund our capital expenditures or investments. The amount and timing of our capital requirements will depend on many factors over which we have little or no control, including acceptance of and demand for our products and services, the extent to which we invest in new technology and research and development projects, the status and timing of competitive developments and certain regulatory requirements. For example, if network usage develops faster than we anticipate, we may require greater capital investments in shorter time frames than originally anticipated and we may not have the resources to make such investments.
The war in Ukraine creates uncertainty regarding our capital expenditure plans in Ukraine as we need to retain more flexibility to maintain our infrastructure and respond to the war as it develops further. In addition, supply chain issues arising from the war in Ukraine, component backlogs or other issues, including but not limited to export control regulations, may result in significant increases to our costs, capital expenditure or an inability to access equipment and technology required for business continuity or expansion and investment in Ukraine may be complicated by sanctions, regulations, payment restrictions and geopolitical circumstances. Any further escalation or prolonged continuation of the war could lead to more damage to the network, changes in customer behavior, declines in gross connections and lower than expected ARPU due to the decline in the Ukrainian economy. Such factors have and, if continued may may limit our ability to fund capital expenditures in Ukraine without additional injections of capital. We may need to continue to spend a significant amount of capital to repair or replace infrastructure and other systems to ensure consistency of our services in Ukraine as the war continues.
Our operating companies normally finance this spend and thus we generally do not depend on our ability to upstream cash in order to service these capital expenditure requirements. However, if we do not have sufficient resources from our operations to finance necessary capital expenditures or we are unable to access funds sufficient to finance necessary capital expenditures, we may be required to raise additional debt or equity financing, which may not be available on terms commercially sensible to us. See—“ From time to time we may need to raise additional capital at the group level or at our operating companies, which may come at significant cost” for a further discussion. We cannot assure you that we will generate sufficient cash flows in the future to meet our capital expenditure needs, develop or enhance our products, take advantage of future opportunities or respond to competitive pressures, which could have an adverse impact on our business, financial condition, results of operations, cash flows or prospects.
For more information on our future liquidity needs, see Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Future Liquidity and Capital Requirements.
Our existing indebtedness and debt service obligations may negatively impact our cash flow.
We have Group-level and operating company debt that require us to maintain sufficient cash to meet these obligations as interest payments are due and they mature. As of December 31, 2025, the outstanding principal amount of our external debt for bonds, bank loans and other borrowings amounted to approximately US$3.1 billion, of which US$1.8 billion was owed by Group entities. In addition to these borrowings, we also have lease liabilities amounting to US$1.8 billion as of December 31, 2025. For more information regarding our outstanding indebtedness and debt agreements, including a breakdown of debt owed
by Group entities compared to operating company entities, see Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness. As of December 31, 2025, we had approximately US$ 1.7 billion total cash and cash equivalents (including US$ 341 million related to banking operations in Pakistan), of which US$ 556 million was held at the HQ-level. Despite our current liquidity levels, there can be no assurance that our existing cash balances will be sufficient over the medium term to service our existing indebtedness.
In addition, some of the agreements under which we borrow funds contain covenants or provisions that impose certain operating and financial restrictions on us and may restrict our ability to raise additional debt at the Group or operating company level. Failure to comply with the covenants or provisions of the agreements may result in a default, which could increase the cost of securing additional capital, lead to accelerated repayment of other indebtedness held by the Group or result in the loss of any assets that secure the defaulted indebtedness or to which our creditors otherwise have recourse, which could have a material adverse effect on our business, financial condition, results of operations or prospects, and in particular on our liquidity and our shareholders’ equity. For a discussion of agreements under which we borrow funds and a description of how that has changed since December 31, 2025, see Note 18—Investments, Debt and Derivatives and Note 25—Events After the Reporting Period to our Audited Consolidated Financial Statements.
Any constraints on our ability to raise external financing at commercially acceptable terms may limit our ability to pursue or invest in strategic projects and may require us to make difficult decisions regarding competing capital allocation priorities across our various markets and business verticals, which could in turn limit our ability to achieve our strategic business objectives. For example, before the 2025 term loan and bond private placement which refinanced our then-outstanding 2025 maturities, we experienced some difficulties accessing the debt capital markets following the war in Ukraine.
For debt denominated in U.S. dollars, we are also subject to foreign currency exchange risks, as discussed above in “—Sanctions and export control actions — We are exposed to foreign currency exchange risks”.
We are exposed to risks associated with changes in interest rates.
We have issued bonds and have bank financing at the Group level and at our operating subsidiaries that are based on floating rates, such as SOFR, the Pakistan-based KIBOR, and Bangladesh average bank deposit rate. Rising interest rates due to governmental monetary policies, domestic and international economic and political conditions and other factors beyond our control may escalate the interest amounts due on this indebtedness and may have a negative impact on our financial conditions and results of operations. Although interest rates have continued to decline in Pakistan in 2025 and have entered into certain hedging arrangements to counteract the effects of escalating floating rate interest-bearing loans, we may nonetheless be impacted by increasing rates in our other operating countries or at the Group level. While we are generally able to rely on cash generation at the local level to service debt obligations at the respective operating subsidiaries, such increases in interest rates can lead to strained liquidity positions at the operating companies and ultimately cash injections from the Group, particularly if such cash positions are combined with difficult operating conditions at the relevant subsidiary. As of December 31, 2025, we had US$ 1,172 million of principal amounts outstanding for floating rate interest-bearing loans and bonds. For more information on our indebtedness, see Item 5—Operating and Financial Review and Prospects—Liquidity and Capital Resources—Indebtedness
A change in control could require us to prepay certain indebtedness.
Many of our financing agreements have “change of control” provisions that would require us to prepay such indebtedness if another person or group of persons directly or indirectly acquires beneficial or legal ownership of or controls more than 50.0% of our share capital of VEON Ltd. Failure to make any such required prepayment could trigger cross-default or cross-acceleration provisions in our other financing agreements, which could lead to such other obligations being declared immediately due and payable, thus, upon any change of control, we would endeavor to meet such prepayment obligations with cash on hand or new financing. A change of control could also require a renegotiation or reorganization of certain contracts or undertakings.
Operational Risks
The success of our businesses is driven by our ability to implement strategic initiatives and integrate acquired businesses; if they are not successfully implemented, the growth and other benefits we expect to achieve may not be realized.
Even if the strategies we identify prove to be prescient, to realize any benefits we need to effectively execute them and we may face difficulties in doing so. We however cannot assure you that we will be able to implement our strategy effectively, within our estimated budget and/or in a timely manner. We may experience implementation issues due to a lack of cooperation with our operating companies or third parties, significant changes in key personnel, economic and logistical effects of the war
in Ukraine, technological limitations or regulatory constraints, among other unforeseen issues. Such implementation challenges could result in knock-on effects, such as higher operational costs and diversion of management attention.
From time to time we also acquire, merge with or otherwise make investments into other businesses, including through acquisitions or strategic partnerships. Recently, under the DO1440 strategy, we have focused on expanding our digital portfolio through strategic acquisitions. This includes the purchase of Uklon Group (“Uklon”), a leading Ukrainian ride-hailing and delivery platform and Tabletki.ua, a digital platform connecting users to medicine and other products available at pharmacies, in March 2025 and February 2026, respectively. Our ability to implement such successful mergers or investments depends upon our ability to identify, evaluate, negotiate the terms of, complete and integrate suitable businesses and to obtain any necessary financing and the prior approval of any relevant regulatory bodies. These efforts could divert the attention of our management and key personnel from our underlying business operations. Following any such merger or investment or failure of any such transaction to materialize (including any such failure caused by regulatory or third-party challenges), we may experience:
•difficulties in realizing expected synergies and investment returns from acquired companies, joint ventures, investments or other forms of strategic partnerships;
•unsuccessful integration of personnel, products, property and technologies of the acquired business or assets;
•higher or unforeseen costs of integration or capital expenditures (including the time and resources of our personnel required to successfully integrate any combined businesses);
•adverse changes in our operating efficiencies and structure;
•difficulties relating to the combined businesses’ compliance with telecommunications or other regulatory licenses and permissions, compliance with laws, regulations and contractual obligations, ability to obtain and maintain favorable commercial terms, and ability to optimize and protect our assets (including spectrum and intellectual property);
•adverse market reactions stemming from competitive and other pressures;
•difficulties in retaining key employees of the merged or acquired business or strategic partnerships who are necessary to manage the relevant businesses;
•risks related to loss of full control of a merged business, or not having the ability to adequately control and manage an acquired business, strategic partnership or investment, including disagreements or differences in strategy with joint venture partners;
•risks that different geographic regions present, such as currency exchange risks, competition, regulatory, political, economic and social developments, which may, among other things, restrict our ability to successfully capitalize on our acquisition, merger, joint venture or investment;
•adverse customer reaction to the business acquisition or combination;
•increased liability and exposure to unforeseen contingencies and liabilities that we did not contemplate at the time of the merger, acquisition, strategic partnership or investment, including tax liabilities or claims by the counterparty or regulator (“regulator”) related to the transaction, for which we may not have obtained contractual protections; and
•a material impairment of our operating results by causing us to incur debt or requiring us to amortize merger or acquisition expenses and merged or acquired assets.
The materialization of any of these risks may prevent us from realizing the expected benefits or synergies of an acquisition or divestment and could cause our projections and underlying assumptions to prove inaccurate, adversely affecting our strategy and results of operations. In addition, despite our due‑diligence efforts, we may be held liable for past acts or omissions of an acquired or disposed business without adequate recourse, which could lead to investigations, litigation, financial penalties, increased public scrutiny, and reputational harm. For more information about our recent transactions, see Note 11—Significant Transactions to our Audited Consolidated Financial Statements.
We also divest businesses or revenue-generating assets, particularly tower assets and other network infrastructure in line with our “asset-light” strategy. Our success with any such divestiture is dependent on effectively separating the divested asset from our business and minimizing overhead costs. There could also be transitional, or business continuity risks associated with these divestitures that may impact our service levels and business targets. Furthermore, we may agree to indemnify acquiring parties for certain liabilities arising from our former businesses or assets.
In addition, we operate under a decentralized and distributed governance model which may also impact our ability to implement our strategy effectively. For instance, our decentralized governance model may at times make it difficult or time-consuming to implement business strategies across multiple operating companies that may manage their business differently or to integrate acquired businesses into our existing distributed governance framework. Any difficulty on our part in implementing our strategy effectively could adversely affect our business, financial condition, results of operations, cash flows or prospects. For more information on our growth strategy, see Item 4—Information on the Company. For a discussion of the market risks associated with executing our growth strategies, see “—Our core growth strategies of expanding our digital offerings and investing in 4G connectivity in our markets may not be successful.”
We have experienced and are continually exposed to cyber-attacks and other cybersecurity threats that may lead to compromised or inaccessible telecommunications, digital and financial services, leaks or unauthorized access to confidential information.
Our digital, financial and connectivity services and systems are continually exposed to cybersecurity threats. Cyber-attacks may impact our business activities through service degradation, alteration or disruption, including a risk of unauthorized access to our systems or those of third parties we work with. These cybersecurity threats could be carried out by hackers and unauthorized users who exploit weaknesses or flaws in our or a third party’s network or IT systems or disruption by computer malware, viruses or other technical or operational issues. Cybersecurity threats could also lead to the compromise of our physical or virtual assets dedicated to processing or storing customer, employee, financial data and strategic business information, which could result in leakage, unauthorized dissemination and loss of confidentiality of the information. We have experienced cyber-attacks in the past that have negatively impacted our business activities. Further, we are and will continue to remain vulnerable to cyber-attacks and other cybersecurity threats that could lead to compromised or inaccessible telecommunications, digital and financial services or leaks or unauthorized processing of confidential information, including customer information. Though well-structured work to address cybersecurity challenges are ongoing at each of our operating companies, including training and ISO certification, such risks are inherent in our business operations, and we will never be able to fully insulate ourselves from these risks.
Each of our operating subsidiaries works in consultation with our Chief Information Officer and Group IT and Cybersecurity team but is responsible for managing its own cybersecurity risks and putting in place all operational preventive, detective and response capabilities. Our operations and business continuity are dependent on how well these subsidiaries collectively protect and maintain our network equipment, IT systems and other assets. While we invest in improving our IT and security systems at each of our operating subsidiaries, some of our subsidiaries rely on older legacy versions of operating systems and applications that may lead to vulnerabilities in our IT network, such as compromised staff user accounts (including due to credential theft and password reuse or sharing) or the inability of outdated systems to prevent phishing attacks. In some countries in which we operate, our equipment for the provision of mobile services resides in a limited number of locations or buildings, and disruption to the security or operation of these locations or buildings could result in disruption of our mobile services in those regions.
Moreover, we may potentially experience cyberattacks and IT and network failures and outages due to factors under our control, such as malfunction of technology assets or services caused by obsolescence, wear or defects in design or manufacturing, faults during standard or extraordinary maintenance procedures, compromised staff user accounts (including due to credential theft and password reuse or sharing), unforeseen absence of key personnel, the inability to protect our systems from phishing attacks or as a result of attacks against third parties that provide IT and network services to us. There is also a possibility that we are not currently aware of certain undisclosed vulnerabilities in our IT systems, processes and other assets or those at third parties that provide such services to us. In such an event, hackers or other cybercrime groups (whether private or state-sponsored) may exploit such vulnerabilities, weaknesses or unidentified backdoors (including previously unidentified designed weaknesses embedded into network or IT equipment allowing access by private or government actors) or may be able to cause harm more quickly than we are able to mitigate (zero-day exploits). Moreover, the implementation of our business transformation strategies may result in under-investments or breakdowns in internal business processes, which may in turn result in greater vulnerability to technical or operational issues, including harm from failure to detect malware.
As we accelerate the integration of AI-powered capabilities across the Company’s digital platforms under our Augmented Intelligence 1440 or AI1440 strategy, we face new and evolving cybersecurity risks. AI technologies can introduce
additional vulnerabilities, including risks of adversarial attacks, model manipulation, data poisoning, and exploitation of AI-driven automation. These risks may increase the likelihood of unauthorized access, misuse of sensitive data, and disruption of critical services. Furthermore, as AI systems become embedded in core business processes, any compromise could amplify operational and reputational impacts. The complexity and scale of AI systems also make detection and mitigation of such threats more challenging, requiring continuous investment in advanced security measures, governance frameworks, and specialized expertise. Failure to adequately address these AI-related cybersecurity risks could materially affect our business, financial condition, and results of operations.
We believe the importance of our network to global internet data flows will continue to make it a target to a wide range of threat actors, including nation state actors and other advanced persistent threat actors. Moreover, the risk of incidents is likely to continue to increase due to several factors, including (i) the increasing use of machine learning, AI and other sophisticated techniques to initiate cyber and phishing attacks, (ii) the wider accessibility of cyber-attack tools that can circumvent security controls and evade detection, which can delay and limit our ability to accurately assess and fully remediate the impact of the attack, and (iii) growing threats, including those from Chinese, Russian and other state actors due to heightened geopolitical tensions and rivalries, and the attendant increased possibility of cyber warfare targeting us in the event of a direct conflict. While we continue to enhance our cybersecurity controls, governance frameworks, and monitoring capabilities, there can be no assurance that these measures will be sufficient to prevent or mitigate all AI-related cyber threats.
At present, the war in Ukraine exposes us to increased risk of cyber-attacks or cybersecurity incidents that could either directly or indirectly impact our operations, particularly in Ukraine. Since the onset of the war, there has been an increasing number of cyber-attacks on our information systems and critical infrastructure, which has caused service disruptions in certain instances. For example, on December 12, 2023, we announced that Kyivstar’s network had been the target of a widespread external cyber-attack causing a technical failure. This resulted in a temporary disruption of Kyivstar's network and services, interrupting the provision of voice and data connectivity on mobile and fixed networks, international roaming, and SMS services, among others, for Kyivstar customers in Ukraine and abroad. In total, the cyber-attack and dedicated customer retention program has resulted in a loss of UAH 0.8 billion (US$ 23 million) of revenue and a loss of UAH 0.9 billion (US$ 24 million) in EBITDA during the year ended December 31, 2023. The incident had a significant impact on consolidated revenue results for the six-months ended June 30, 2024 associated with the revenue loss arising from the customer loyalty measures taken by Kyivstar in order to compensate for the inconvenience caused during the disruptions. The impact of this “Free of Charge” program which offered free service to customers for one 28-day billing cycle on operating revenue for the six months ended June 30, 2024 was US$ 46 million with no further impact for the remainder of 2024 and 2025.
In response to the attack, VEON and Kyivstar conducted a thorough investigation, together with outside cybersecurity firms, to determine the full nature, extent and impact of the incident and to implement additional security measures to protect against any recurrence. This included a high-level risk assessment of our IT infrastructure and identified the following risks associated with our operations: compromised user accounts (including due to credential theft and password reuse), unauthorized access to systems and data (through compromised user accounts or vulnerabilities exploitation), data leakage, damage or destruction of systems and/or data (including ransomware attacks on our various servers and files) and malware attacks. All investigations were concluded as of June 30, 2024, and have resulted in an in-depth analysis into details of how the attack was executed and how this can be prevented in the future. Following the attack, Kyivstar initiated remediation and mitigation actions to reduce current risks and establish a robust framework to manage evolving cyber threats, protect business continuity, and maintain customer trust. These efforts included investing in immediate response actions, enhanced security infrastructure, proactive threat management, compliance with cybersecurity regulations and standards, employee awareness, and long-term adaptive measures, culminating in the successful ISO/IEC 27001:2022 recertification in 2025. Further, the Group has executed a group-wide assessment of cybersecurity maturity in alignment with the U.S. National Institute of Standards and Technology Cybersecurity Framework 2.0 (NIST2). Although we continuously invest in our cybersecurity assurance across technology, design, operations, and governance, we cannot guarantee that these efforts will successfully prevent and protect against future cyber-attacks and other cybersecurity threats.
While we have worked to remediate these vulnerabilities, we may find other vulnerabilities and we expect to remain subject to continued cyber-attacks in the future. A number of cyber security attacks have been successfully mitigated, however any further attempts by cyber-attackers to disrupt our services or system, if successful, could harm our business, result in the misappropriation of funds, be costly to remedy or damage our reputation or brands. For further discussion of our cybersecurity risk management, strategy and governance, see Item 16.K—Cybersecurity.
Our network infrastructure, equipment and systems are subject to disruption and failure for various reasons.
Our telecommunications infrastructure and other network assets are vulnerable to damage and disruption from numerous events. These include natural disasters, extreme weather and other environmental conditions, military conflicts, power outages, terrorist acts, riots, government-ordered service restrictions, changes in government regulation, equipment or
system failures (including from wear and tear) or improper maintenance or an inability to access or operate such equipment or systems, human error or intentional wrongdoings, such as breaches of our network, cyber-attacks or any other types of information technology security threats. Climate change also poses a significant risk for our business due to potential physical impacts in the geographies in which we operate, including changes in weather patterns, water availability, and extreme weather events such as cyclones/hurricanes, tornadoes, flooding and rising sea levels. These risks can materially impact our costs of operation, cause production outages and hinder our business growth. For example, while we have managed thus far to repair most of our network assets that incurred damage in Ukrainian territory not under Russian occupation, there can be no assurance that we will be able to continue to do so and that our Ukrainian network will not sustain major damage or that such damage can be repaired in a timely manner as the war continues. In addition, with increased targeting of Ukraine’s electrical grid and other energy infrastructure, including throughout the 2025-2026 winter, we have faced challenges ensuring that our network assets have a power source and there can be no assurance that the measures we have taken to manage this risk will be effective to secure sufficient power sources in the future.
Our operations and infrastructure in Pakistan continue to be affected by recurring floods. For instance, unusually heavy monsoon rainfall between June and September 2025 triggered flash floods and landslides across northern and central regions, damaging local infrastructure, including 285 network sites (all restored as of March 1, 2026). In addition, in 2025, MMBL’s (“MMBL”) loan portfolio (excluding gold) was severely impacted by these floods, resulting in an estimated loss of approximately US$ 23.5 million across affected branches.
In addition, as we operate in countries that tend to have increased risk of terrorism, political unrest and military conflicts, incidents on or near our premises, equipment or points of sale could result in casualties, property damage, business interruption, legal liability and damage to our brand or reputation. Interruptions of services due to disruption or failure of our equipment and systems could harm our reputation and reduce the confidence of our customers to provide them with reliable services and protect their personal data. As a result, this could impair our ability to obtain and retain customers and could lead to a violation of the terms of our licenses, each of which could materially harm our business. In addition, the potential liabilities associated with these events could exceed the business interruption insurance we maintain.
We depend on third parties for certain services and equipment, infrastructure and other products important to our business.
The third parties upon whom we rely to execute our business operations may cease to offer their services or products to us on commercially reasonable terms, on a timely basis, or at all. This would result in increased costs, poorer operational performance or business continuity vulnerabilities, and thus impact customer perception of our products and our results of operation.
The majority of our network-related equipment is purchased from a core number of suppliers, such as Ericsson, Qvantel, Huawei, ZTE, and Nokia. The successful build-out and operation of our networks therefore depend heavily on these suppliers. From time to time, we have experienced delays in receiving, installing or servicing such equipment due to factors such as regulatory constraints, customs regulations and governmental investigations or enforcement actions. When this occurs, we may experience temporary service interruptions or service quality problems. As we seek to execute our “asset-light” strategy and dispose of our network infrastructure, we will rely more and more on our network service partners to operate our connectivity businesses, including their ability to adequately maintain the tower infrastructure we have sold to them and provide use of it to us through network service agreements. These outsourcing arrangements limit our ability to control the quality and maintenance of essential infrastructure, which could reduce service reliability and lead to customer churn. Maintenance services, IT infrastructure hosting, digital stacks, data management platforms and other software, among other network capabilities, are also outsourced in certain markets. As a result, our business could be materially harmed if our agreements with third parties were to terminate without renewal, our partners experience certain adverse developments, if they become unwilling or unable to service our businesses or a dispute between us and such parties occurs.
In addition, since the onset of the war in Ukraine, certain business partners have expressed hesitancy or unwillingness to continue to do business with us as a result of the association of sanctioned persons with our largest shareholder. Prospective business partners and service providers continue to decline to conduct business with us as a result and others may do so in the future. Accordingly, even though we are not the direct target of sanctions, certain customers and business partners have decided and may decide not to do business with us for reputational or other reasons. See — The ongoing war in Ukraine is having, and will continue to have, an impact on our business, financial condition, results of operations, cash flows and business prospects for a discussion of the reputational harm we experience as a result of the ongoing war in Ukraine.
As any business, we do not have operational or financial control over our key suppliers and have limited influence with respect to the manner in which these key suppliers conduct their businesses. Therefore, our business, including key network and IT projects, could be materially impacted by disruptions to our key suppliers’ businesses or supply chains caused
by geopolitical events, including those outside of the countries we operate in, changes in law or regulation, trade tensions and export and re-export restrictions. For example, in 2019, the U.S. Department of Commerce added Huawei and 114 of its affiliates to its Entity List (“Entity List”), resulting in export control measures and restrictions on procuring Huawei products. This development continues to be a factor in the management of our supply chain, and further restrictions may adversely impact our business, the operation of our networks and our ability to comply with the terms of our operating licenses and local laws and regulations. On September 29, 2025, BIS released an interim final rule, referred to as the “Affiliates Rule,” pursuant to which entities that are owned, directly or indirectly, 50% or more by an entity included on the BIS Entity List or the Military End User (MEU) List would be treated as subject to the same export control restrictions as a listed party, even if such entities are not individually listed. Although implementation of the Affiliates Rule has been suspended for one year, currently until November 9, 2026 pursuant to a U.S.-China trade arrangement, once effective it would, if implemented as drafted, require us to assume that all Huawei entities worldwide are subject to the same restrictions, rather than limiting our analysis to the Huawei entities expressly listed on the Entity List. The Affiliates Rule may also result in additional vendors, particularly Chinese vendors that are not currently included on the Entity List, being subject to U.S. export control restrictions. Notwithstanding the current suspension and given the possibility that the Affiliates Rule could be reinstated before November 2026, we are managing our compliance and supply chain operations on the basis that this Affiliates Rule is already effective, and we therefore apply the associated restrictions as if they were fully in force. While we are committed to being fully compliant with applicable export control laws, limitations in screening tools or available ownership information may result in gaps in identifying whether a non-listed vendor is nevertheless subject to such restrictions. In addition, many of our mobile products and services are sold to customers through third-party channels. These third-party retailers, agents and dealers that we use to distribute and sell products are not under our control and may stop distributing or selling our products at any time or may more actively promote the products and services of our competitors. Should this occur with particularly important retailers, agents or dealers, we may face difficulty in finding new retailers, sales agents or dealers that can generate the same level of revenue. In addition, mobile handset providers are at times subject to supply constraints, particularly when there is high demand for a particular handset or when there is a shortage of parts and components.
Our strategic partnerships, joint ventures and minority investments carry unique and inherent business risks.
We do not wholly own all of our operating businesses, nor do we always have a controlling stake. Even when we do have a controlling stake, our actions with respect to these affiliated companies may be restricted by the shareholders’ agreements entered into with our partners and our ability to withdraw funds and dividends or exit from our investments in these entities may depend on the consent and cooperation of our partners. If we have conflicts with our partners or otherwise have a poor business relationship, the operational and financial performance of these investments may be adversely affected. We could also determine that a partnership or joint venture no longer yields the benefits that we desire and seek to exit such investment, which may result in significant transaction costs or worse outcomes than was expected.
We participate in strategic partnerships and joint ventures in a number of countries. For example, our business in Kazakhstan is 25% owned by our business partner, with the remaining owned by us. We also have a long-term services agreement (with Summit Towers Limited) in respect of our network assets in Bangladesh, and a partnership with Starlink for Direct to Cell Connectivity pursuant a VEON Group framework agreement with Starlink as well as the Starlink agreements with our Ukraine and Kazakhstan connectivity businesses. We also hold minority investments in e-commerce platforms in Bangladesh (ShopUp) and Pakistan (Dastgyr). See also “—Our majority-owned subsidiary, Kyivstar Group Ltd, is a public company and its management may need to devote substantial time to operating as a public company, which could have indirect adverse effects on us.” for a discussion of risks associated with our stake in the Kyivstar Group.
As we do not have direct control over the conduct of our strategic partners, our reputation and business performance are vulnerable to their acting in violation of law, sanctions or otherwise not in accordance with our standards of conduct. Furthermore, strategic partnerships in the frontier markets in which we operate are accompanied by unique risks. See “Investing in frontier markets, where our operations are located, is subject to greater risks than investing in more developed markets, including significant political, legal and economic risks.” It may also be important to continue working with such partners, even in instances where the business relationship deteriorates, if such partner has important insights in that region or provides other operational benefits. In addition, some of the businesses for which we are not a controlling shareholder, such as ShopUp, operate in highly regulated markets and as a result we cannot ensure that these businesses remain compliant with intellectual property, licensing and content restrictions.
If we are unable to hire, retain and/or motivate our senior managers, board members and other key personnel, or instill the VEON corporate culture in new employees our operations and performance may be affected.
Our performance, execution of our business strategies and ability to maintain our competitive position are dependent on the global senior management team, board of directors and highly-skilled and experienced personnel. As with any company, we experience changes in key personnel and to our board of directors. The loss of any members of our senior management or
board of directors or key personnel, combined with an inability to attract, train, retain and motivate qualified personnel to replace them could have an adverse impact on our ability to compete and to implement our business strategy, which could harm our business, financial condition, results of operations, cash flows or prospects.
As we seek to hire new personnel, we face intense competition for qualified personnel with relevant expertise. There can also be a limited availability of individuals with the requisite knowledge and relevant experience and, in the case of expatriates, the ability or willingness to accept work assignments in certain of the jurisdictions in which we operate. Even when we do find strong candidates, we may not succeed in instilling our corporate culture and values in our personnel, which could delay or hamper the implementation of our strategic priorities, or our compensation schemes may not always be successful in attracting, retaining and motivating our personnel. Our success is also dependent on our personnel’s ability to adapt to rapidly changing environments and to perform in line with continuous innovations and industry developments. Furthermore, while we have and will continue to devote significant attention to recruiting, training and instilling personnel with our corporate values and culture, there can be no assurance that our existing personnel will successfully be able to adapt to and support our strategic objectives. As we continue our group-level operations in the near future, which may include, from time to time, adjustments to our operating and governance model, there is a risk that our current or new personnel may not adapt effectively or may not meet the expectations we have of them. Further, in the case of current employees, their departure from the Company may lead to a loss of company know-how and experience.
There are risks and uncertainties inherent in our frequency allocations, spectrum capacity and telecommunications licenses.
We are dependent on access to adequate frequency allocation within the right spectrum bands in each of our markets in order to provide mobile and fixed wireless telecommunications services on our networks, to maintain and expand our customer base and to provide a high-quality customer experience. However, the availability of spectrum can be limited, tightly regulated and expensive. We may not be able to obtain the frequency allocations we want from the relevant regulator or third party without burdensome service obligations or incurring commercially unreasonable costs, particularly given that demand for spectrum frequently exceeds supply. Frequency allocations may also be issued for periods that are shorter than the terms of our licenses to provide telecommunications services in our countries of operation, and such allocations may not be renewed in a timely manner, or at all. If we are unable to acquire or maintain sufficient frequency allocations on a commercially reasonable basis, or at all, in each of our countries of operations to support the growth of our customer base and products, our business, results and prospects could be adversely affected.
From time to time, we have experienced difficulties in obtaining adequate frequency allocation. For example, until March 2021, we held a disproportionately small amount of the available spectrum in Bangladesh given the size of our operations, and since 2022 we have elected to not obtain frequency spectrum licenses for 5G in Kazakhstan. In addition, we are also vulnerable to government actions, which may be unpredictable, that may impair our frequency allocations and infringe upon our spectrum.
We may also be subject to increases in fee payments for frequency allocations under the terms of some of our licenses. Legislation in most of the countries in which we operate requires that we make payments for frequency spectrum usage. The fees for frequency assignments, as well as for allotted frequency bands for different connectivity technologies, tend to be significant. Any further increase in the fees payable for the frequencies that we use or for additional frequencies that we need could have a negative effect on our financial results. For example, in Pakistan, the Pakistan Telecommunication Authority (“PTA”) issued a license renewal decision on July 22, 2019, requiring payment of an aggregate price of approximately US$ 450 million. The license renewal was signed under protest on October 18, 2021, and as of the year ended December 31, 2025, we have made a total payment of US$ 481 million (including a markup of approximately US$32 million) in several installments. All payable dues have been cleared as per timelines agreed in the renewed license. We continue to challenge the PTA license renewal decision before Pakistan’s courts but await final resolution from the Supreme Court of Pakistan as the review petition against the decision remains pending. In addition, we continue to face relatively high spectrum costs due to elevated pricing imposed by the Bangladesh Telecommunication Regulatory Commission (“BTRC”) as evidenced by the recent auction held in January 2026. Such pricing could place additional financial pressure on our operations in Bangladesh, impact our ability to secure sufficient spectrum for future technologies, including 5G, on commercially viable terms, and materially affect our capital expenditure plans, network expansion, and overall financial performance.
The success and profitability of our telecommunications business is dependent on the terms of our interconnection and roaming agreements and our ability to access third-party owned infrastructure and networks, over which we have no direct control.
Our ability to provide connectivity services to the level that our customers expect depends on our ability to secure and maintain interconnection and roaming agreements with other mobile and fixed-line operators and ability to access infrastructure networks and connections that are owned or controlled by third parties and governments. Interconnection is required to
complete calls that originate on our networks but terminate outside our networks, or vice versa. We do not have direct control over the quality of their networks and outages, disconnections or other restrictions affecting international connections can have a significant impact on our ability to offer services and data connectivity to our customers. Any difficulties or delays in interconnecting with other networks and services, or the failure of any operator to provide reliable interconnection or roaming services to us on a consistent basis, could result in a loss of customers or a decrease in traffic, which would adversely impact our operations and performance.
In addition, securing these interconnection and roaming agreements on cost-effective terms is important to the economic viability of our operations. Our countries of operation have a limited number of international cable connections providing access to internet, data service and call interconnection and such international connections may be controlled by national governments that may seek to control or restrict access from time to time or impose conditions on pricing and availability which may impact our access and the competitiveness of our pricing. In certain of the markets in which we operate, the relevant regulator sets MTRs, which are fees for access and interconnection that mobile operators charge for calls terminating on their respective networks. If any such regulator sets MTRs that are lower for us than the MTRs of our competitors, our interconnection costs may be higher, and our interconnection revenues may be lower, relative to our competitors. Moreover, even in cases of equal MTRs on the market for all players, the lowered MTR significantly impacts our revenue on a particular market. A significant increase in our interconnection costs, or decrease in our interconnection rates, because of new regulations, commercial decisions by other operators, increased inflation rates in the countries in which we operate or a lack of available line capacity for interconnection could harm our ability to provide connectivity services. For more information on our interconnection agreements, see Item 4.B —Business Overview.
The loss of important intellectual property rights and third-party claims that we have infringed on their intellectual property rights could significantly harm our business.
Our logos, trade names and similar intellectual property, including our rights to certain domain names, are important to our continued success. For example, our widely recognized logos and trade names of our businesses in Ukraine (“Kyivstar”), Pakistan (“Jazz”) and Bangladesh (“Banglalink”) have very strong brand awareness in their respective markets. We rely on trademark and copyright law, trade secret protection and confidentiality or license agreements with our employees, customers, partners and others to protect our proprietary rights. However, intellectual property rights are especially difficult to protect in many of the markets in which we operate. In these markets, the regulatory agencies charged to protect intellectual property rights tend to be inadequately funded, legislation is underdeveloped, piracy is commonplace, and the enforcement of court decisions is difficult. We also face intellectual property risks with respect to our License Agreements (as defined below) with VimpelCom for the use of “Beeline” by certain of our operating companies. See —Our reputation could be adversely impacted by negative developments in respect of the Beeline brand, which remains a trademark of our former Russian operating company, VimpelCom, and if we elect to undertake a rebranding exercise, it may involve substantial costs and may not produce the benefits we expect for further discussion of the risks associated with our License Agreements with VimpelCom for additional information.
In addition, as we continue to implement our “digital operator 1440” strategy, we will need to ensure that we have adequate legal rights to the ownership or use of necessary source code, content, and other intellectual property rights associated with our systems, products and services. For example, several platforms and digital services we offer are developed using source code created in conjunction with third parties. Even though we rely on a combination of contractual provisions and intellectual property law to protect our proprietary technology and software, access to and use of source code and other necessary intellectual property, third parties may still infringe or misappropriate our intellectual property. We may be required to bring claims against third parties to protect our intellectual property rights, and we may not succeed in protecting such rights.
In addition, as the number of convergent product offerings, such as JazzCash, Toffee and Tamasha, and overlapping product functions increase as we execute our “digital assets” and “digital operator” strategies, we need to ensure that such brands and associated intellectual property are protected through trademark and copyright law in the same way as our legacy brands and products. Furthermore, with the introduction of new product offerings, including through acquisitions such as Uklon in Ukraine, the possibility of intellectual property infringement claims against us may correspondingly increase. Acquiring companies with existing IP (“IP”) portfolios also introduces risks related to ownership disputes, validity challenges, or infringement claims associated with acquired assets. For example, in the context of mobile entertainment producers and distributors of content face potential liability for negligence, copyright and trademark infringement and other claims based on the nature and content of materials, such as morality laws in Bangladesh and Pakistan. As we expand our digital services offerings, our ability to provide our customers with content depends on obtaining various rights from third parties on terms acceptable to us.
Current and new intellectual property laws may affect our ability to protect our innovations and defend against third-party claims of intellectual property rights infringement. The costs of compliance with these laws and regulations are high and are likely to increase in the future. Claims have been and will continue to be threatened or filed against us for intellectual property infringement based on the nature and content in our products and services, or content generated by our users. Any such claims or lawsuits, whether with or without merit, could result in substantial costs and diversion of time and resources, could cause us to cease offering or licensing services and products that incorporate the challenged intellectual property, or could require us to develop non-infringing products or services. We cannot assure you that we would prevail in any litigation related to infringement claims against us. A successful claim of infringement against us could result in us incurring high costs, being required to pay significant damages, cease the development or sale of certain products and services, obtain licenses from the holders of such intellectual property which may not be offered on commercially reasonable terms or otherwise redesign those products to avoid infringing upon others’ intellectual property rights, any of which could harm our business and our ability to compete.
Our reputation could be adversely impacted by negative developments in respect of the Beeline brand, which remains a trademark of our former Russian operating company, VimpelCom, and if we elect to undertake a rebranding exercise, it may involve substantial costs and may not produce the benefits we expect.
Our operating companies in Kazakhstan and Uzbekistan entered into amended trademark license agreements with VimpelCom following the sale of our Russian Operations in 2023, pursuant to which they maintain their existing non-exclusive license in relation to the “Beeline” name and associated trademarks (the “License Agreements”). Each License Agreement is for an initial five-year term and the termination rights previously held by VimpelCom therein have been narrowed as compared to the original license agreement; no additional fees were added as part of these amendments. The License Agreements are subject to certain restrictions that may affect the operating subsidiaries’ business. For example, when using the trademarks, the operating subsidiaries shall comply with the requirements of the Russian legislation and avoid using the Beeline trademarks in a way that may be to the detriment of the “Beeline” brand. The License Agreements cover only the trademarks that the operating subsidiaries were using as of the date of the License Agreements (and similar trademarks). The subsidiaries may register new trademarks related to the “Beeline” brand only in the name and on behalf of VimpelCom subject to VimpelCom’s approval and such new trademarks will fall within the scope of the License Agreements. VimpelCom may terminate a License Agreement if the relevant licensee does not comply with certain terms of the applicable License Agreement.
We cannot predict with certainty how the continued use of legacy Beeline branding following the sale of our Russian Operations will affect our companies’ reputation and performance. VimpelCom retains the right to continue using the “Beeline” name and mark and the License Agreements do not preclude the licensor from also licensing the “Beeline” name and mark to other third parties, though VimpelCom cannot grant or use the Beeline license to compete directly with us in Kazakhstan, and Uzbekistan. As a result, conduct by VimpelCom or any other third parties holding the rights or licensing rights to the “Beeline” brand that reflect negatively on the “Beeline” brand in our markets may adversely affect our reputation or the reputation of the “Beeline” brand on which we will be relying. Consequently, we may be unable to prevent any damage to goodwill that may occur as a result of the activities of VimpelCom and any third-party licensee of the Beeline brand in relation to the “Beeline” brand.
The License Agreements do not have any renewal terms. Consequently, at the end of the initial five-year term we may either undertake a rebranding initiative or seek to negotiate terms for the continued use of the “Beeline” brand. Any extension or continued use of the “Beeline” brand may be subject to new terms that differ significantly from the current terms of the License Agreement. Furthermore, there is no guarantee that any operating company that chooses to pursue an extended license term will be able to negotiate an extension on commercially reasonable terms, or at all. Moreover, a rebranding campaign could be costly, and if not executed successfully, the loss of brand recognition and other goodwill may impact customer use and demand for our services.
Alternatively, we may undertake a re-branding exercise in respect of the operating subsidiaries that use the “Beeline” brand. We anticipate that any such rebranding strategy will involve substantial costs and may not produce the intended benefits. Successful promotion of the rebranding will depend on the effectiveness of our marketing efforts and our ability to continue to provide reliable products to customers during the course of our rebranding transition. If our rebranding strategy does not produce the intended benefits, our ability to retain existing customers, suppliers and other persons with whom we have a business relationship and continue to attract new customers and engage new business partners may be negatively impacted, which could adversely affect our business, results of operations or financial condition.
Our business may be adversely impacted by work stoppages and other labor matters.
We believe we maintain overall good relations with the employees across all of our operations. However, there can be no assurance that our operations will not be impacted by unionization efforts, strikes or other types of labor disputes or disruptions. Employee dissatisfaction or labor disputes could result from, among other things, the implementation of new business strategies and governance models, personnel changes, cost savings initiatives or redundancies in our offices. We could also experience strikes or other labor disputes or disruptions in connection with social unrest or political events. Work stoppages also occur due to natural disasters, civil unrest or security breaches and threats, which make access to workplaces and management of our systems difficult and potentially lead to our not being able to service our customers. In addition, in Ukraine, we experience work perturbation and deficiencies due to loss of key personnel to mobilization efforts and migration outside of Ukraine, which may affect the quality of service, delivery and timeliness of service restoration. For a discussion of our employees represented by works councils, unions or collective bargaining agreements, see Item 6.D—Employees. Furthermore, work stoppages or slowdowns experienced by our customers or suppliers could result in lower demand for our services and products. In the event that we, or one or more of our customers or suppliers, experience a labor dispute or disruption, it could result in increased costs, negative media attention and political controversy, which could harm our business, financial condition, results of operations, cash flows or prospects.
Our majority-owned subsidiary, Kyivstar Group Ltd, is a public company and its management may need to devote substantial time to operating as a public company, which could have indirect adverse effects on us.
We beneficially own approximately 83.6% of the outstanding share capital of Kyivstar Group, which is independently listed on Nasdaq. As a foreign private issuer, Kyivstar Group is subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act (“Sarbanes-Oxley Act”), the Dodd-Frank Wall Street Reform and Consumer Protection Act, the JOBS Act as well as rules and regulations adopted, and to be adopted, by the SEC (“SEC”) and Nasdaq. As a result, Kyivstar Group incurs, and expects to continue to incur, significant legal, accounting and other expenses that it did not incur previously. Kyivstar Group’s management expects these rules and regulations to increase its legal and financial compliance costs and lead to a diversion of management’s time and attention from revenue generating activities, and Kyivstar Group’s management and other personnel are required to devote substantial time and attention to these compliance initiatives, and our management and other personnel may also be required to devote significant time and attention to support Kyivstar Group’s compliance initiatives. This risk is further exacerbated, where VEON management are also members of the Kyivstar Group management team which may require dedicating time to Kyivstar Group matters, potentially diverting attention from VEON matters. These rules and regulations substantially increase Kyivstar Groups’s legal and financial compliance costs and make some activities more time-consuming and costly, which increases its operating expenses and may adversely affect its operating results and financial condition. Any such impact on Kyivstar Group’s performance or valuation could adversely affect the value of our investment in Kyivstar Group and, in turn, our business, financial condition, results of operations, cash flows or prospects.
In addition, Kyivstar Group may at times pursue or be perceived to pursue strategic, financial, capital allocation or risk management priorities that differ from ours. Although we currently control Kyivstar Group’s board and expect to continue to exercise significant influence over Kyivstar Group, there can be no assurance that our interests will in all cases be fully aligned with those of Kyivstar Group or its other shareholders. Potential areas of divergence could include investment priorities, dividend policy, financing strategy, risk appetite, related party transactions or responses to regulatory developments. Any such misalignment, or market perception of misalignment, could complicate decision-making, require additional governance processes and controls, increase administrative burdens or give rise to potential conflicts of interest, which could, in each case, adversely affect our reputation, our relationship with Kyivstar Group and its public shareholders and the value of our investment.
Kyivstar Group may in the future determine to report under accounting standards that differ from those we use, or to change its reporting currency or financial reporting calendar. Any such changes could increase the complexity of our financial reporting, internal controls and consolidation processes, require incremental systems, resources and controls to address differences in accounting standards and reporting timelines, and increase the risk of financial reporting delays or errors. Furthermore, market forces applicable to a separately listed company may increase the volatility of Kyivstar Group’s market capitalization and the observable valuation of our retained interest, which could in turn contribute to volatility in our reported results (including through equity method accounting or consolidation impacts, as applicable) and in the market price of our securities.
Regulatory, Compliance and Legal Risks
The telecommunications industry and the industries of our other businesses are highly regulated and as such , we are subject to an extensive variety of laws and operate in uncertain judicial and regulatory environments, which may result in unanticipated outcomes that could harm our business.
Our businesses and the telecommunications and digital services we provide are often highly regulated. In particular, mobile, internet, fixed-line, voice, content and data markets generally are subject to extensive regulatory requirements, such as strict licensing regimes, antitrust and consumer protection regulations. Our ability to provide our mobile services is dependent on obtaining and maintaining relevant licenses. These licenses are limited in time and subject to renewal and we may not be able to reliably predict the financial and other conditions pursuant to which such renewals will be granted. See —Our licenses are granted for specific periods and may be suspended, revoked or we may be unable to extend or replace these licenses upon expiration and we may be fined or penalized for alleged violations of law, regulations or license terms for more information.
Regulatory compliance may be costly and require significant resources, negatively affecting our financial condition. Any material changes in laws and regulations, or interpretations, or the introduction of higher standards or additional obligations, including those arising from the expansion of our business and digital offerings for customers, could result in significant additional costs, including fines and penalties, operational burdens and other difficulties associated with not complying in a timely manner, or at all, with new or existing legislation or the terms of any notices or warnings received from regulatory authorities.
For example, in some of the markets where we operate, SIM verification and re-verification initiatives have been implemented, which could lead to the loss of some of our customer base in a particular market. In addition to customer losses, such requirements can result in claims from legitimate customers who are incorrectly blocked or fined or incorrectly have their license suspended, and other liabilities arising from the failure to comply with the requirements. More recently, mandated biometric verification requirements for all OTC transactions negatively impacted JazzCash’s cash-in volumes in August 2025 due to limitations in the number of BVS-enabled agents. Our ability to compete effectively in existing or new markets could be adversely affected if regulators decide to expand the restrictions and obligations to which we are subject, or extend such restrictions and obligations to new services and markets, or otherwise withdraw or adopt regulations, which may cause delays in implementing our strategies and business plans, create a more challenging operating environment or increase our costs and expenditure of resources.
In addition, regulations may be especially strict in those countries in which we are considered to hold a significant market position (Ukraine and Pakistan) or a dominant market position (Kazakhstan and Uzbekistan), where the applicable rules and regulations are generally subject to different or changing interpretations. In particular, the regulatory and legal outcomes in these markets of operations tend to be less certain and there may be conflicting regulations and abrupt regulatory changes to comply with or a lack of clear criteria. For example, in 2023, the Antimonopoly Authority of Kazakhstan initiated an investigation against mobile network operators, including KaR-Tel, JSC "Kcell," and LLP "Mobile Telecom-Service," based on allegations of anti-competitive conduct related to pricing practices for mobile communication services which is currently being challenged, and in 2025 the Antimonopoly Committee of Uzbekistan issued an order initiating an audit of price increases by telecommunications service providers.
While we may make efforts to comply with the regulatory requirements we are subject to, including as have evolved in our markets of operations, the application of law and regulation is frequently unclear in each of our markets. As a result, the relevant authorities may challenge the positions that we take, resulting in unpredictable outcomes, such as restrictions or delays in obtaining additional numbering capacity, new licenses and frequencies and regulatory approvals for network rollouts, frequency changes, tariffs plans or importing and certifying our equipment. For a discussion on risks associated with operating in frontier markets, see —Market Risks—Investing in frontier markets, where our operations are located, is subject to greater risks than investing in more developed markets, including significant political, legal and economic risks. These risks are particularly acute in Ukraine as a result of the war.
As any business, we navigate the regulatory landscape with assistance from legal advisors and active relationships with regulators, but ensuring day-to-day compliance diverts significant management attention and can involve significant expenditure. Violations of applicable laws or regulations could damage our reputation or result in regulatory or private actions with substantial penalties or damages, including the revocation of some of our licenses. Beyond standard connectivity regulation, we may be required to obtain regulatory approval for offers or advertising campaigns, for acquisitions and other transactions, to install surveillance, interception and data retention equipment or other regulations, such as those regarding open internet access or net neutrality. In addition, from time to time, regulators may require us to reduce retail prices, roaming prices or MTR or fixed-line termination rates or force us to offer access to our network to other operators, each of which would impact our financial results and business operations.
Regulators may also audit us to assess our compliance in previous years. For example, Banglalink, alongside many of its competitors, has been subject to an extensive audit conducted by the BTRC concerning past compliance with license terms, laws and regulations for the period covering 1996 (the inception of our operating company in Bangladesh) to December 2019. In 2023, the BTRC released its findings and issued a claim of BDT 8,231 million (approximately US$ 76 million), which included BDT 4,307 million (approximately US$ 39 million) for interest. We have paid the principal amounts previously outstanding and continue to engage in discussions with BTRC regarding a waiver of the BDT 4,307 million (approximately US$ 39 million) interest portion, and have separately accrued amounts in relation to claims for which we consider payments to be probable.
Any failure on our part to comply with existing or new laws and regulations, including any interpretations thereof, can also result in negative publicity, the risk of prosecution or the suspension or loss of our licenses, frequency allocations, authorizations or various permissions, diversion of management time and effort, increased competitive and pricing pressure on our operations, significant fines and liabilities, third-party civil claims, and other penalties that harm our business and results.
For more information on the regulatory environment in which we operate, certain regulatory developments and trends and their impact on our business, see Exhibit 99.2—Regulation of Telecommunications.
Our business activities subject us to sanctions and embargo laws, including export control restrictions.
Our business activities subject us to sanctions and embargo laws, including export control restrictions, of countries and regulators around the world, including the comprehensive regimes of the United States, the European Union, the United Nations, the United Kingdom, and jurisdictions in which we operate. Sanctions and embargo and export control laws and regulations of a given jurisdiction generally establish the scope of their own application, which arise for different reasons and can vary greatly. Despite our policies, controls and dedicated compliance teams, we cannot guarantee that our internal procedures will always operate effectively or fully protect us from liability under applicable sanctions, embargo or export control laws. We may be found in the future to have violated such laws or regulations. Any violation could result in significant penalties and may also lead to severe operational or reputational consequences. Moreover, our financing arrangements include representations and covenants requiring compliance with sanctions laws, the breach of which may trigger defaults, cross-defaults or mandatory prepayment requirements.
The scope of such laws and regulations may be expanded, sometimes without notice. For example, in response to the Russian invasion of Ukraine in 2022, comprehensive sanctions were imposed on Russia, Belarus, and certain occupied Ukrainian territories which had a severe effect on our operations, results and prospects, and there may be further changes on the horizon as the war continues. In addition, in the United States, the Department of Commerce has continued to impose greater restrictions on the export, re-export and transfer of items subject to U.S. export controls. These restrictions particularly affect non-U.S. individuals and companies, especially those located in China, of certain key foundational and emerging technology and cyber-security considered critical to U.S. national security interest. This has affected our ability to procure certain supplies for our businesses and transact with certain business partners. Sanctions countermeasures, such as those imposed by Russia and China in response to the above also impact our ability to procure supplies and transact with important third parties.
In 2023, we successfully completed the sale of our Russian operations, working in tandem with sanctions authorities around the world to ensure compliance with applicable sanctions regimes; however, we continue to maintain residual exposure to the Russian market. In addition to trademark licenses and other service arrangements not prohibited by sanctions regulations, we have securities ultimately beneficially owned by Russian individuals as our ADSs are traded over the counter on the St. Petersburg Exchange and MOEX and our common shares are traded on MOEX via an unsponsored listing, despite being subject to delisting pursuant to Russian regulations. We also presume to have holdings of legacy notes by Russian or other individuals who cannot meet the sanctions representations required in order to exchange those legacy notes for new notes. As certain brokers do not have policies against providing services to designated individuals or entities, this exposes us to increased risk that these individuals or entities may buy, sell or otherwise transact with our securities. In such an event, this could cause reputational harm to us, even though we would not be in violation of sanctions and we would expect to have no engagement with any such individual or entity.
We may be unable to comply simultaneously with conflicting sanctions a in different jurisdictions, which could result in significant penalties, operational disruption and adverse consequences for our business.
We operate across multiple jurisdictions that impose, interpret and enforce economic and trade sanctions, export controls, anti-boycott and related national security laws in ways that materially differ from one another. These sanctions and legal regimes include, among others, those administered or enacted by the United States, the European Union, the United Kingdom, the United Nations and various national authorities in the countries where we do business. The scope, extraterritorial reach and enforcement posture of these laws change frequently and often without notice, are sometimes inconsistent and can
apply based on factors such as the nationality and physical location of our employees, the location of our legal entities, the currency or clearing system used, the origin of technology or services, the involvement of sanctioned persons or territories anywhere in a transaction, or the end users of our products and services. As a result, even robust compliance efforts may not prevent violations, investigations or adverse outcomes.
A particular risk for our business is the potential for conflicting sanctions-related obligations. In some countries where we have operations, local law or regulatory directives may require telecommunications carriers like us to continue providing specified services to counterparties, customers, or end-users located in, or owned or controlled by persons in, countries or territories that are the subject of sanctions by another jurisdiction. At the same time, other jurisdictions in which we operate, list our securities, or access financing may prohibit or restrict the direct or indirect provision of those very services, or may impose secondary sanctions on non‑U.S. persons that engage in certain dealings with, or for the benefit of, sanctioned parties, territories, or sectors. For example, our Uzbek subsidiary, Unitel LLC, currently provides limited telecommunications services to a counterparty that is ultimately owned by a person designated under U.S. and UK sanctions, in accordance with regulations under the relevant sanctions authorities. As a result of the counterparty’s designations, we may face conflicting obligations regarding the continuation or termination of such services. We have taken steps to limit these services as part of our ongoing commitment and efforts to sanctions compliance–including, for example, terminating certain agreements in place between Unitel LLC and this counterparty, and are only continuing to conduct these activities pursuant to general licenses issued by the relevant sanctions authorities, which authorize wind-down and related activities for a limited period. In such circumstances, we may be unable to simultaneously comply with all applicable requirements. If we cease services to comply with one regime, we could face administrative penalties, fines, contract termination, or even license revocation under the regime requiring continuity of service. Conversely, if we continue services to comply with such local requirements, we could face investigations, significant monetary penalties, criminal liability, asset freezes, designation risk, loss of regulatory approvals, restrictions on our ability to access U.S. or other capital markets, limitations on our use of correspondent banking and payment infrastructure, suspension or revocation of licenses, adverse audit or assurance outcomes, curtailed ability of index providers or market participants to hold our securities and delisting from securities exchanges. We could be required to suspend, wind down, or divest operations; exit customer relationships; modify or discontinue products or services; segregate systems, personnel, or data; change suppliers or distribution channels; recuse employees of particular nationalities from engaging in ongoing and/or new customer transactions; or restructure our legal entities, each of which could be costly, disruptive and not entirely effective. Some contractual arrangements may not provide adequate force majeure or sanctions compliance protections and counterparties may assert claims, withhold payment, terminate for breach, or seek indemnification if we restrict or cease performance due to sanctions concerns or, conversely, if we continue performance as required by local law but contravene their own compliance obligations.
These conflicts may arise with little notice and may be exacerbated by divergent guidance, licensing practices and rapidly evolving lists of restricted parties, sectors and activities. In addition, some jurisdictions maintain so‑called “blocking,” “anti‑boycott,” or “anti‑sanctions” laws that prohibit compliance with certain foreign sanctions or require prior governmental authorization before taking actions to comply with foreign measures. Authorities may also require the continued operation of essential services or networks for public interest or national security reasons notwithstanding foreign restrictions. Where applicable, these measures can expose us and our personnel to administrative, civil, or criminal liability locally if we follow foreign sanctions, while exposing us to enforcement, secondary sanctions, or reputational harm if we do not.
Managing these risks requires complex and dynamic compliance controls, including screening, geofencing, IP and traffic controls, transaction monitoring, contractual undertakings and, where available, seeking licenses or guidance from relevant authorities. Licenses or guidance may be unavailable, delayed, conditioned, or revoked and authorities in different jurisdictions may reach inconsistent conclusions regarding the same fact pattern. Even if we obtain a license or comfort in one jurisdiction, that relief may not be recognized elsewhere or may not extend to our affiliates, distributors, or other business partners. Furthermore, our ability to implement technical or organizational mitigations may be constrained by local labor, data protection, localization, or cybersecurity laws, by the need to maintain continuity of critical services, or by practical limitations in segregating networks and personnel. Employees who refuse to perform work due to sanctions concerns could face local legal exposure, while employees who continue work could face exposure under foreign regimes.
The net effect of these factors could materially and adversely affect our business, financial condition, results of operations, cash flows, reputation and the trading price of our securities. The ultimate impact is highly uncertain and depends on future geopolitical developments, the timing and content of new or amended sanctions, the issuance or withdrawal of licenses or guidance, the positions taken by regulators and courts in multiple jurisdictions, the actions of financial intermediaries and service providers on whom we rely and our ability to adapt our operations in a timely and compliant manner. There can be no assurance that our policies and procedures, or any licenses, exemptions, or other regulatory comfort we obtain, will prevent all violations or will protect us from all liability, collateral consequences, or business disruption arising from sanctions compliance conflicts.
Changes in tax treaties, laws, rules or interpretations, including our determination of the recognition and recoverability of deferred tax assets, could harm our business, and the unpredictable tax systems and our performance in the markets in which we operate give rise to significant uncertainties and risks that could complicate our tax and business decisions.
Our business decisions take into account certain taxation scenarios, which could be proven to be untrue in the event of adverse decisions by tax authorities or changes in tax treaties, laws, rules or interpretations. Future results would be impacted as a result of such adverse rulings or changes, as well as the commercial viability of certain business initiatives. We are particularly exposed to changes to transfer pricing rules, deductibility of interest expense and of course overall corporate taxation regimes. Our tax declarations of previous years may also be challenged by tax authorities, resulting in penalties and protracted tax audits.
These considerations are compounded by the fact that the interpretation and enforcement of tax laws in the frontier markets in which we operate tends to be unpredictable and gives rise to further uncertainties. The tax laws and regulations in our jurisdictions of operation are complex and subject to varying interpretations and degrees of enforcement, and we cannot be sure that our interpretations are accurate or that the responsible tax authority agrees with our views. Any additional tax liability imposed on us by tax authorities in this manner, as well as any unforeseen changes in applicable tax laws or changes in the tax authorities’ interpretations of the respective double taxation treaties in effect, could harm our future results of operations or cash flows. Considerable judgement is exercised by our management to determine whether it is probable that an uncertain income tax position will not be sustained and to estimate the amounts in the range of most likely outcomes. Judgement is also required by management in determining the degree of probability of an unfavorable outcome for non-income tax claims and to make a reasonable estimate of the amount of loss. Due to these uncertainties and challenges, we may be required to accrue substantial amounts for contingent tax liabilities and the amounts accrued for tax contingencies may not be sufficient to meet any liability we may ultimately face. From time to time, we may also identify tax contingencies for which we have not recorded an accrual. Such unaccrued tax contingencies could materialize and require us to pay additional amounts of tax.
From time-to-time new legislation is enacted that changes our tax position and our corporate headquarters’ location in the United Arab Emirates (“UAE”) further subjects us to evolving tax, regulatory and compliance frameworks that may change with limited notice. These frameworks include corporate tax regimes (including minimum tax aligned with Organization for Economic Co-operation and Development’s (“OECD”), transfer pricing, value‑added tax (“VAT”), anti‑money laundering and counter‑terrorist financing (“AML”/“CTF”) compliance, Ultimate Beneficial Owner reporting and other federal and emirate‑specific obligations. Changes to, or new interpretations of, these requirements, or failures to maintain compliance, could result in increased administrative costs, penalties, audits or reputational impacts, any of which could materially affect our financial results or operations. For example, the OECD initiative aimed at avoiding base erosion and profit shifting has resulted in changes to tax regimes in certain countries in which we operate. The OECD’s Pillar Two (“Pillar Two”) legislation has also been substantively enacted in certain jurisdictions where the Group operates. While the Pillar Two effective tax rates in most of the jurisdictions in which the Group operates are above 15%, there are a limited number of jurisdictions where the transitional safe harbor relief does not apply, and the Pillar Two effective tax rate is close to 15%. The Group does not expect a material exposure to Pillar Two income taxes in those jurisdictions.
Furthermore, we may not be able to realize the significant deferred tax assets we have recognized. Pursuant to accounting rules, we recognize deferred tax assets based on whether management estimates that it is probable that there will be sufficient taxable profits in the relevant legal entity or tax group to allow the recognized assets to be recovered. The Company recognized net deferred tax assets for losses carried forward for US$377 million for the Group as of December 31, 2025, of which US$ 198.1 million relate to deferred tax assets in Bangladesh as of December 31, 2025. The recognition of these deferred tax assets is contingent upon our ability to generate sufficient future taxable income to utilize these temporary differences and carry forwards before they expire. Several factors could adversely affect our ability to realize the benefits of deferred tax assets, which could impact our profitability and results. These factors include:
•adverse economic conditions that negatively impact our profitability and, consequently, our ability to utilize deferred tax assets within the allowable time frame;
•changes in tax laws or regulations that impact the value of our deferred tax assets;
•poorer results than we anticipate, resulting in an inability to generate sufficient taxable income to utilize our deferred tax assets;
•changes in our business structure or M&A activity impacting the timing and amount of taxable income; and
•establishing or increasing valuation allowances if it is determined that it is more likely than not that some or all of these assets will not be realized, which would result in a charge to our earnings.
We conduct our operations with an aim to maintain exclusive tax residency in the UAE, but we can provide no assurance that we will not be subject to additional tax regimes in the future.
We operate under the understanding that our country of effective management is the UAE and, consequently, we believe we are exclusively tax residents in the UAE. Determination of an entity’s place of effective management is reached by way of a holistic, fact-based assessment of the entity’s operations, rather than it being a question of law. Because determination of our tax residency status is highly fact-sensitive, no assurance can be given as to whether the conclusions of any external parties, including any tax authorities, will be aligned with the results of our tax residency assessment.
We are not aware of disputes with any tax authority about our tax residency. However, we cannot rule out that our exclusive tax residency in the UAE may be challenged in the future (with or without retroactive effect). A failure to achieve or maintain exclusive tax residency in the UAE could, among other things, result in the loss of tax treaty benefits and the application of higher withholding tax rates in dividends and other payments, which may in turn increase costs and expenses for us and our shareholders. In addition, a failure to achieve or maintain exclusive tax residency in the UAE may result in dividends and other payments made by us becoming subject to withholding tax or increased withholding tax rates, which could in turn lead to additional costs and expenses for us and our shareholders.
We could be subject to tax claims and repeated tax audits that could harm our business.
Our businesses’ tax declarations are subject to review by a number of authorities, which are empowered to impose fines and penalties. As such, if authorities find they are in disagreement with our tax declarations, they may undertake a tax audit of the business. Tax audits may result in additional tax expense if the relevant tax authority concludes that an entity did not satisfy their tax obligations or applied interpretations of the tax rules deemed unacceptable. Such audits also tend to impose additional burdens on us by diverting management and personnel attention and resources. Further, tax audits in our countries of operation may not have outcomes that are fair or predictable. Despite the merits of the claims, there can be no assurance that we will prevail in litigating with the tax authorities. The relevant authorities may also decide to initiate a criminal investigation or prosecution, including those relating to individual employees or for historical tax years. In the past, we have been subject to repeated complex and thematic tax audits in Pakistan, which, in some instances, have resulted in payments made under protest pending legal challenges.
For more information regarding tax claims and tax provisions and liabilities and their effects on our financial statements, see Note 9 —Provisions and Contingent Liabilities and Note 10 —Income Taxes, respectively of our Audited Consolidated Financial Statements.
Laws restricting foreign investment could materially harm our business.
In recent years, an increasing number of jurisdictions have introduced rules restricting foreign investment or have strengthened existing rules. Our business has been affected by existing foreign investment regimes and could be materially harmed by new laws or interpretation. The existence of such laws could hinder potential business combinations or other M&A activity and our ability to obtain financing from foreign investors if regulatory approvals are refused or delayed, or are subjected to a requirement that the foreign investors comply with burdensome conditions. For example, Kazakhstan law prohibits a foreign company or individual owning directly or indirectly a stake greater than 49% in an entity that carries out long-distance or international telecommunications or owns fixed communication lines, without the consent of Kazakhstan authorities. Further, in September 2025, the BTRC, under the Post and Telecommunications Division, released the draft Telecommunications Network and Licensing Policy in 2025. This policy proposes a foreign ownership cap for mobile network operators, limiting foreign shareholding to a maximum of 85%, with at least 15% held by a local owner(s). If implemented in its current form, this policy could require us to divest a significant portion of our 100% stake in Banglalink under potentially unfavorable conditions. For more information, see Exhibit 99.2—Regulation of Telecommunications—Regulation of Telecommunications in Bangladesh..
We are subject to anti-corruption laws and operate in countries with elevated risks of corruption.
The countries we operate in tend to experience higher levels of corruption and as a U.S.-listed public company with global operations we are subject to a variety of anti-corruption laws around the world, including the FCPA and local laws in the jurisdictions in which we operate. Anti-corruption laws generally prohibit companies and their intermediaries from promising, offering or giving a financial benefit or other things of value or advantage to someone for the purpose of improperly influencing
a matter or obtaining or retaining business or rewarding improper conduct. The FCPA further requires issuers, including foreign issuers with securities registered on a U.S. stock exchange, to maintain accurate books and records and a system of sufficient internal controls. An investigation into allegations of non-compliance or a finding of non-compliance with anti-corruption laws or other laws governing the conduct of business may subject us to administrative and other financial costs, reputational damage, criminal or civil penalties or other remedial measures.
We regularly review and update our policies and procedures and internal controls to provide reasonable assurance that we and our personnel comply with the applicable anti-corruption laws, although we cannot guarantee that these efforts will be successful. We attempt to obtain assurances from distributors and other intermediaries, through contractual and other legal obligations, that they also will comply with anti-corruption laws applicable to them and to us. However, these efforts to secure legal commitments are not always successful. There are inherent limitations to the effectiveness of any policies, procedures and internal controls, including the possibility of human error and the circumvention or overriding of the policies, procedures and internal controls. We cannot guarantee that our policies, procedures, or internal controls will always function effectively or fully shield us from liability under anti-corruption or other laws. This applies to actions taken by our employees, distributors, and other intermediaries in relation to our business or any future ventures. Our Business Partner Code of Conduct is available on our website.at http://www.veon.com.
We may not be able to detect or prevent fraud or other misconduct committed by our employees or third parties.
We are exposed to fraudulent action or other misconduct committed by our employees, joint venture partners, non-controlled subsidiaries, representatives, agents, suppliers, contractors, customers or any other third parties undertaking actions on our behalf. This has in the past and in the future may subject us to litigation, financial losses and fines, penalties or criminal charges imposed by government authorities, and has affected our reputation. Future instances would have the same effect.
Such misconduct has in the past included, and may in the future include, misappropriating funds, conducting transactions that are outside of authorized limits and engaging in misrepresentation or other improper activities, including those in exchange for personal benefit or gain. The risk of fraud or other misconduct increases as we grow our business and launch new products.
Publicity of any such misconduct associated with us, whether real or mistakenly perceived, may materially affect our reputation to our shareholders and customers. Reputational consequence may arise in many ways, including any real or perceived:
•failure to act in good faith or in accordance with our values and internal policies and procedures;
•failure to comply with applicable laws or regulations or association with illegal activity;
•association with controversial practices, customers, transactions, projects, governments, or other third parties;
•association with controversial business decisions, including but not limited to those relating to, products, delivery channels, advertising, acquisitions, representations, supplier relationships, locations or treatment of financial transactions; or
•association with poor employment or human rights practices.
We regularly review and update our policies and procedures and internal controls, which are designed to provide reasonable assurance that we and our personnel comply with applicable laws and our internal policies. We have also issued a Business Partner Code of Conduct that we expect our representatives, agents, suppliers and other third parties to follow, and conduct risk-based training for our personnel. In addition, our compliance professionals throughout our Group headquarters and operating companies execute these policies throughout the group by monitoring and escalating potential compliance risks in accordance with the procedures outlined in our Group policies. While our policies, procedures, internal controls, and training are designed to prevent and detect misconduct, there is no guarantee they will be effective in all cases or fully protect us from liability resulting from the actions of our employees or third parties.
Our DFS offerings may present increased exposure to fraud, money laundering and reputational and regulatory risk.
As we expand our digital offerings, we subject ourselves to new regulatory regimes outside of those relevant to our telecommunications businesses. Our DFS offerings, such as MMBL and JazzCash in Pakistan, need to comply with certain local banking regulations. Such regulations and banking laws include capitalization requirements, resulting in our needing to inject funds to cover any losses that the bank suffers. For example, in the past Mobilink faced difficulty keeping its capital
adequacy ratio comfortably above the regulatory requirement of 15% due to the deteriorating macroeconomic environment in Pakistan at the time (which could also adversely impact Mobilink Bank’s loan and deposit portfolio). While improving macroeconomic conditions and capital injection by VEON during 2025 have allowed Mobilink to improve its capital adequacy ratio rate of 20.19% as of December 31, 2025, should the macroeconomic conditions in Pakistan once again start to deteriorate or the regulatory minimum capital adequacy ratio be increased, Mobilink may in the future face challenges meeting its capital adequacy ratio. Should Mobilink fail to meet the required capital adequacy ratio, it may need to reduce or halt certain lending activities until it can meet its capital adequacy ratio requirement, which would adversely affect its results of operations and may lead to reputational damage or cause a loss of customer confidence.
DFS activities also expose us to a risk of liability under banking and financial services compliance laws, including anti-money laundering and counter-terrorist financing regulations. Violations of anti-money laundering and counter-terrorist financing laws, know-your-customer rules and other regulations applicable to our DFS offerings may result in legal and financial liability or reputational damage The regulations governing these services are evolving and, as they develop, regulations could become more onerous, impose additional controls, reporting or disclosure obligations, or limit our flexibility to rapidly deploy new products, which may limit our ability to provide our services efficiently or in the way originally envisioned. DFS services also involve cash handling or other value transfers, exposing us to the risk that our customers or business partners may engage in fraudulent activities, money laundering or terrorism financing.
Our DFS businesses also present other unique risks. For example, because these businesses necessitate the processing of sensitive personal data (such as, consumer names, addresses, credit and debit card numbers and bank account details), we must comply with strict data protection and consumer protection laws. See—We collect and process sensitive personal data and are subject to an increasing number of data privacy laws and regulations. We are also required to maintain availability of our payment and financial systems and platforms. Failure to maintain adequate levels of service availability or to reliably process customer transactions could result in a loss of revenue, violation of certain local banking regulations, payment of contractual or consequential damages, reputational harm, additional operating expenses to remediate any failures and exposure to other losses and liabilities.
Our telecommunications licenses are granted for specific periods and may be suspended, revoked or we may be unable to extend or replace these licenses upon expiration and we may be fined or penalized for alleged violations of law, regulations or license terms.
The success of our operations is dependent on the maintenance of our licenses to provide telecommunications services in the jurisdictions in which we operate. Most of our licenses are granted for specified terms, and there can be no assurance that any license will be renewed upon expiration. Some of our licenses will expire in the near term. For more information about our licenses, including their expiration dates, see Item 4.B —Business Overview. These licenses and the frameworks governing their renewals are subject to ongoing review by the relevant regulatory authorities. While we generally do not face issues in obtaining renewals, we may not reliably predict the financial and other conditions at which such renewals will be granted.
If renewed, our licenses may contain additional obligations, including payment obligations (which may involve a substantial renewal or extension fee), or may cover reduced service areas or scope of service. Furthermore, the governments in certain jurisdictions in which we operate may hold spectrum auctions in the future. If we are unable to maintain or obtain licenses for the provision of telecommunications services or more advanced services, or if our licenses are not renewed or are renewed on less favorable terms, our business and results of operations could be materially harmed. We are also required to meet certain terms and conditions under our licenses (such as nationwide coverage, quality of service parameters and capital expenditure, including network build-out requirements). For more information on our licenses and their related requirements, see Item 4.B—Business Overview. From time to time, we may be in breach of such terms and conditions. If we fail to comply with the conditions of our licenses or with the requirements established by the legislation regulating the communications industry, or if we do not obtain or comply with permits for the operation of our equipment, use of frequencies or additional licenses for broadcasting directly or through agreements with broadcasting companies, the applicable regulator could decide to levy fines, suspend, terminate or refuse to renew the license or permit. Such regulatory actions could adversely impact our ability to continue operating our business in the current or planned manner or to carry out divestitures in the relevant jurisdictions.
The occurrence of any of these events could materially harm our ability to build out our networks in accordance with our plans, our ability to retain and attract customers, our reputation and our business, financial condition, results of operations, cash flows or prospects. For more information on our licenses and their related requirements, see Item 4.B—Business Overview.
We collect and process sensitive personal data and are subject to an increasing number of data privacy laws and regulations.
We are subject to various data privacy laws and regulations that apply to the collection, use, storage, disclosure and security of personal data. Many countries have additional laws that regulate the processing, retention and use of communications data (including both content and metadata). These laws and regulations are being introduced in jurisdictions across the world, including those in which we operate, and are subject to frequent revisions and differing interpretations once instituted, often making them more stringent over time. For example, in Kazakhstan the Government has commenced consultation on data protection measures to increase regulation over the recollection and processing of personal data, with the latest amendment that allows government authorities to inspect the practices of personal data operators being adopted in December 2023. The government of Kazakhstan also adopted amendments in July 2024 authorizing local government agencies to verify the activities of personal data operators. Additionally, on December 22, 2025, a further amendment was enacted introducing requirements for the use of biometric authentication when processing databases containing more than 100,000 personal data records. In Pakistan, while there is currently no dedicated statute governing the processing or transmission of personal data, companies are nevertheless required to comply with strict data protection and privacy obligations under existing legal and regulatory frameworks, such as the Prevention of Electronic Crimes Act (amended 2025) and the Customer Privacy Notice, and a bill regarding personal data protection is in the consultation stages of Parliament. Should such bill be promulgated into official legislation, additional obligations could be placed on our data management operations in Pakistan. More recently, the Bermudan Personal Information Protection Act 2016 (“PIPA”) came into effect on January 1, 2025 and imposes a number of obligations (for example, appointing a privacy officer, implementing a PIPA compliance privacy notice etc.) any individual, public authority, or entity, which includes the Company that collects, stores and/or uses personal information in Bermuda either electronically or as part of a structured filing system.
In certain jurisdictions in which we operate, we are subject to other data protection laws and regulations that establish different categories of information, such as state secrets and personal data of our customers, which have different registration and permitted disclosure rules and require different corresponding levels of protection and safeguards. In each case, we are required to implement the appropriate level of data protection measures and cooperate with government authorities with regards to law enforcement disclosures for state secrets and personal data of our customers.
Many of the jurisdictions in which we operate have laws that restrict cross-border data transfers unless certain criteria are met or are developing data localization laws requiring that certain types of data be stored locally. These laws may restrict our flexibility to leverage our data and build new, or consolidate existing, technologies, databases and IT systems, limit our ability to use and share personal data, cause us to incur costs (including those related to storing data in multiple jurisdictions), require us to change our business practices in a manner adverse to our business or conflict with other laws to which we are subject, thereby exposing us to regulatory risk. The stringent cross-border transfer rules in certain jurisdictions may also prohibit us from disclosing data to foreign authorities upon their request, which may generate a scenario where it is not possible for us to comply with both laws. If so, in addition to the possibility of fines, this could result in an order requiring that we change our data practices, which could have an adverse effect on our business and results of operations. Since relocating our head office from Amsterdam to the DIFC (“DIFC”), we are required to comply with the DIFC Data Protection Law (“DPL”). Under the DPL, personal data may only be transferred outside the DIFC to jurisdictions that the DIFC authority has determined provide an adequate level of protection. Currently, none of our operating countries meet this adequacy standard. As a result, any transfer of personal data to these jurisdictions (or to any other jurisdiction not deemed adequate) must be accompanied by appropriate safeguards as prescribed by the DPL the implementation of which requires additional time, effort, and resources.
Although we have moved our headquarters to the DIFC and delisted from Euronext Amsterdam, the EU’s data protection regime still applies to us to some extent. The processing of personal data by a certain number of our Dutch entities, are subject to the EU GDPR directly. In addition, our operations in other markets, such as Ukraine, may also become subject to GDPR (“GDPR”) considering the extraterritorial effect of the legislation (for example, GDPR applies if such operations involve the offering of goods or services to, or monitoring the behavior of, individuals in the European Union).
Any failure or perceived failure by us to comply with privacy or security laws, policies, legal obligations or industry standards may result in governmental enforcement actions and investigations, blockage or limitation of our services, fines and penalties. Violation of these data protection laws and regulations may lead to a seizure of our databases and equipment, imposition of administrative sanctions or result in a ban on the processing of personal data, which in turn could lead to the inability to provide services to our customers. In addition, concerns regarding our practices with regard to the collection, use, disclosure or security of personal data or other privacy-related matters could result in negative publicity and have an adverse effect on our reputation.
As a global connectivity and digital business, we have disputes and litigation with regulators, competitors, customers and other third parties.
We are party to a number of lawsuits, commercial disputes and other legal, regulatory or antitrust proceedings. Any dispute or legal proceeding we are party to, whether with or without merit, could be expensive and time-consuming, and could divert the attention of our senior management. The final outcomes of many such disputes are highly uncertain and inherently unpredictable. Any adverse outcome in these or other proceedings, including any that may be asserted in the future, could harm our reputation and have an adverse impact on our business, financial condition, results of operations, cash flows or prospects.
Additionally, on the acquisition of Uklon, certain subsidiaries historically associated with Uklon were carved out such that they are not part of the Group (the "Carved Out Entities"). In November, 2025, the Group became aware that Ukrainian law enforcement authorities have initiated a criminal investigation relating to the accuracy of historical tax and financial reporting of the Carved Out Entities and that the Chief Executive Officer of Uklon has been named in the investigation in his capacity as former chief executive officer of the Carved Out Entities. The Group and the Chief Executive Officer of Uklon are cooperating with the investigation, providing requested documentation and participating in the investigative procedures. As of the date of this Annual Report on Form 20-F, the Group has not been named in this investigation and Uklon is not the subject of the Ukrainian judicial authorities’ investigation. This investigation is at a preliminary stage and therefore, it is not possible at this time to predict the scope or duration of such investigation or any related proceeding which may result from such investigation, if any, or its or their possible outcomes or implications for the Group, including any impact on the Group’s operations or harm to the Group’s reputation caused thereby.
We may also be subject to claims concerning certain third-party products, services or content we provide by virtue of our involvement in marketing, branding, broadcasting or providing access to them, even if we do not ourselves host, operate, provide, or provide access to, these products, services or content. In addition, as mobile operators are directly liable for actions of third parties to whom they forward personal data for processing, if the third parties we work with violate applicable laws, contractual obligations or suffer a security breach, such violations may also put us in breach of our obligations under privacy laws and regulations or could in turn harm our business. We also currently host and provide a wide variety of services and products that enable users to engage in various online activities. The law relating to the liability of providers of these online services and products for the activities of their users is still unsettled in some jurisdictions. Claims may be threatened or brought against us for defamation, negligence, breaches of contract, copyright or trademark infringement, unfair competition, tort, including personal injury, fraud or other grounds based on the nature and content of information that we use and store. In addition, we may be subject to domestic or international actions alleging that certain content we have generated, user-generated content or third-party content that we have made available within our services violates applicable law.
For more information on current disputes, see Note 9—Provisions and Contingent Liabilities to our Audited Consolidated Financial Statements.
It may not be possible for us to procure the permissions and registrations required for our base stations.
Our mobile network is supported by numerous base station transmission systems. Given the multitude of regulations that govern such equipment and the various permits required to operate them, occasionally we may not be able to procure in a timely manner, or at all, the permissions and registrations required for our base stations, including construction permits and registration of our title to land plots underlying our base stations, or to amend or maintain the permissions that we already have. As a result, there could be a number of base stations or other communications facilities and other aspects of our networks for which we are awaiting final permission to operate for indeterminate periods.
We also regularly receive notices from regulatory authorities in countries in which we operate warning us that we are not in compliance with aspects of our permits and that require us to cure such violations. In the past, we have closed base stations on several occasions in order to comply with regulations and notices from regulatory authorities. Any failure to cure such violations could result in the applicable license being suspended or subsequently revoked. Although we endeavor to take all necessary steps to comply with any license violations within the stated time periods, including by switching off base stations that do not have all necessary permits, we cannot assure you that our efforts will be successful. If we are found to operate telecommunications equipment without an applicable license or permit, we could experience a significant disruption in our service or network operation, which could harm our business, financial condition, results of operations, cash flows or prospects.
Our Egyptian holding company, GTH, exposes us to legal and political risk.
Our subsidiary in Egypt, Global Telecom Holding S.A.E. (“GTH”), and its subsidiaries no longer have any business operations but have been subject to a number of tax claims in recent years. Despite entering into a tax settlement agreement
with the Egyptian tax authorities for certain historic periods, GTH may in the future be subject to further tax claims, whether with or without merit, under existing or new Egyptian tax law or upon winding up or liquidation. The winding up of GTH and its subsidiaries may take some time and may expose the Company to additional costs and expenses or liabilities. In particular, GTH still has a large number of private investors holding less than 0.5% of GTH’s share capital and they may subject VEON Ltd. or GTH to claims in the future and may delay the winding up or liquidation of GTH.
Climate change regulation may lead to material increases in operational and capital costs.
In our markets climate change regulation is lagging behind that of certain more developed economies. However, public awareness and concern continue to grow around the world. Some of the jurisdictions in which we operate may begin to implement such regulation in the medium to long term, leading to increased operational costs. Such regulation can include the enactment of circular economy regulations, regulating greenhouse gas (“GHG”) emissions, carbon pricing and increasing energy and fuel costs. Increased fuel and energy prices and pricing of GHG emissions could make it more expensive for us to power our networks and operations and may also result in VEON being subject to carbon emission taxation directly for our limited carbon emissions as a telecommunications operator. In addition, there are initial capital costs that we will have to incur as we transition towards the use of renewable energy across our operations. There could also be increases in our operational costs due to changing levels of precipitation, increased severity and frequency of storms and other weather events, extreme temperatures and rising sea levels, which could cause potential damage to infrastructure and therefore increase operating costs to maintain and repair such facilities and network equipment.
Adoption of new accounting standards and regulatory scrutiny of our financial statements could affect our reported results and financial position.
Our adopted accounting policies and methods drive how we record and report our financial condition and results of operations. Accounting standard-setting bodies, including the International Accounting Standards Board, may change accounting regulations that govern the preparation and presentation of our financial statements. Those who interpret the accounting standards, including the SEC, may amend or even reverse their previous interpretations or positions on how various accounting standards should be applied. Those changes may be difficult to predict and could have a significant impact on the way we account for certain operations and present our financial position. In some instances, a modified standard or interpretation thereof, an outcome from an unfavorable regulatory review relating to our financial reporting or a new requirement may have to be implemented with retrospective effect, which requires us to restate or make other changes to our previously issued financial information. Such circumstances may involve the identification of one or more significant deficiencies or material weaknesses in our internal control over financial reporting, impact how we prepare and report our financial statements, or affect future financial covenants in our financing documents. For more information on the impact of IFRS on our Audited Consolidated Financial Statements and on the implementation of new standards and interpretations issued, see Note 27—Significant Accounting Policies to our Audited Consolidated Financial Statements.
Risks Related to VEON Ltd. ADSs
The price of our ADSs may be volatile and holders of ADSs could incur substantial losses.
The trading price for our ADSs has at times been subject to wide price fluctuations in response to many factors. This may lead holders of our ADSs to sell below the price at which they purchased them. Our business performance, broader geopolitical or macroeconomic conditions, operational and regulatory developments, industry and market conditions are key drivers of our ADS trading price. Stock markets in general experience extreme volatility that often is not a result of the performance of particular companies, as exemplified by the almost 20% stock market drop experienced following the U.S. Administration’s announcement of the so-called “Liberation Day” tariffs in 2025, or the fluctuations following ongoing developments in the conflicts in the Middle East and Ukraine.
Dilution arising from the issuance of new shares or sales of shares by major shareholders can also impact our ADS trading price. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has been instituted against that company. If we were involved in any similar litigation, we could incur substantial costs and our management’s attention and resources could be diverted. Materialization of any of the risks described in this Item 3.D. may also lead to volatility of our ADS’s trading price, which might limit or prevent holders of our ADSs from readily selling their ADSs and may otherwise negatively affect the liquidity of our ADSs.
As a foreign private issuer within the meaning of the rules of NASDAQ, we are subject to different NASDAQ governance standards than U.S. domestic issuers, which may afford less protection to holders of our ADSs.
As a Bermuda incorporated exempt company with ADSs listed on the NASDAQ Global Select Market, we are permitted to follow “home country practice” in lieu of certain corporate governance provisions under the NASDAQ listing rules that are applicable to U.S. companies. Accordingly, VEON’s shareholders do not have the same protections as are afforded to shareholders of companies that are subject to all of NASDAQ’s corporate governance requirements. Certain corporate governance practices in Bermuda may differ significantly from the NASDAQ corporate governance listing standards. For a discussion of such differences, see Item 16.G—Corporate Governance.
Various factors may hinder the declaration and payment of dividends.
The payment of dividends is subject to the discretion of our board. For the years ended December 31, 2025, 2024 and 2023, we did not pay a dividend. Various factors may cause our board to determine not to pay dividends or not to increase dividends. Such factors include our financial condition and prospects, our earnings, shareholders equity and equity free cash flow, the movement of the U.S. dollar against our local currencies, such as the Pakistani rupee and the Ukrainian hryvnia, our leverage, our capital requirements, contractual and currency restrictions in our countries of operation, the economic outlook of markets in which we operate, legal proceedings and other such factors as our board may consider relevant.
For more information on our policy regarding dividends, see Item 8.A—Consolidated Statements and Other Financial Information—Policy on Dividend Distributions.
Holders of our ADSs may not receive distributions on our common shares if it is illegal or impractical to make them available to them.
The depositary (“Depositary”) of our ADSs has agreed to pay holders of our ADSs the cash dividends or other distributions it or the custodian for our ADSs receive on our common shares (or other deposited securities) after deducting its fees and expenses. Holders of our ADSs will receive these distributions in proportion to the number of our common shares that their ADSs represent. However, the depositary is not responsible for making such payments or distributions if it is unlawful or impractical to make a distribution available to any holders of ADSs or if there are any government approvals or registrations required for such distributions that cannot be obtained after reasonable efforts made by the depositary. For example, it would be unlawful to make a distribution to a holder of ADSs, if such distribution consists of securities that require registration under the Securities Act but that are not properly registered or distributed pursuant to an applicable exemption from registration. VEON has no obligation to take any other action to permit the distribution of our ADSs, common shares, rights or anything else to holders of our ADSs. This means that holders of our ADSs may not receive the distributions we make on our common shares or any value from them if it is illegal or impractical for the depositary to make them available. These restrictions may materially reduce the value of the ADSs.
VEON Ltd. is a Bermuda incorporated exempt company that, while currently headquartered in the United Arab Emirates with its principal place of business in Dubai, is governed by Bermuda law, which may affect your rights as a shareholder or holder of ADSs, including your ability to enforce civil liabilities under U.S. securities laws.
VEON Ltd. is a Bermuda incorporated exempted company, currently headquartered in the United Arab Emirates with its principal place of business in Dubai. As a result, the rights of VEON Ltd.’s shareholders are governed by Bermuda law and by its bye-laws. The rights of shareholders under Bermuda law may differ from the rights of shareholders of companies incorporated in other jurisdictions. As substantially all of our assets are located outside the United States, it may be difficult for investors to enforce in the United States judgments obtained in U.S. courts against VEON Ltd. or its directors and executive officers based on civil liability provisions of the U.S. securities laws. Uncertainty exists as to whether courts in Bermuda will enforce judgments obtained in other jurisdictions, such as the United States and the United Arab Emirates, under the securities laws of those jurisdictions, or entertain actions in Bermuda under the securities laws of other jurisdictions.
Holders of ADSs may face difficulty exercising their voting rights at shareholder meetings.
Holders of ADSs have the right under the deposit agreement (“Deposit Agreement”) to instruct the depositary to exercise the voting rights afforded by their common share holdings represented by ADSs. At our request, the depositary will mail to holders any notice of a shareholders’ meeting received from us together with information explaining how to instruct the depositary to exercise their voting rights. If the depositary timely receives voting instructions, it will endeavor to vote in accordance with such voting instructions. However, we cannot assure you that you will receive voting materials in time to
enable you to return voting instructions to the depositary in a timely manner. The ability of the depositary to carry out voting instructions may also be limited by practical and legal limitations and the terms of the common shares on deposit.
Losing our foreign private issuer status could result in significant additional costs and expenses.
We are a “foreign private issuer” as defined in Rule 405 under the Securities Act and therefore do not need to comply with all the periodic disclosure and current reporting requirements of the Exchange Act and related rules and regulations. The rules governing what information foreign private issuers are required to disclose differ from those governing companies subject to the Exchange Act requirements. Although we currently report periodic financial results and certain material events, we are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four business days of their occurrence. In addition, we are exempt from the SEC’s proxy rules and the proxy statements that we distribute are not subject to review by the SEC. We are also exempt from Section 16 of the Exchange Act regarding sales of our shares by insiders.
In the future, we could cease to be considered a foreign private issuer if a majority of our outstanding voting securities are directly or indirectly held of record by U.S. residents and a majority of our directors or management are U.S. citizens or residents. As of December 31, 2025, less than 50% of our outstanding voting securities are held “of record” by U.S. residents and less than a majority of our directors and management are U.S. citizens or residents. In the event that we lose our foreign private issuer status, the regulatory and compliance costs to us under U.S. securities laws as a U.S. domestic issuer may be significantly higher than costs we incur as a foreign private issuer. Furthermore, on June 4, 2025, the SEC issued a concept release seeking public comment on potential changes to the foreign private issuer eligibility criteria. If adopted as proposed, these changes could impose heightened compliance and disclosure obligations on foreign private issuers, including a potential requirement to maintain a minimum percentage of trading volume on a non-U.S. exchange. Such changes could significantly increase our compliance costs as a foreign private issuer or result in the loss of our foreign private issuer status, which, as noted above, would subject us to substantially higher compliance costs.