VEON Ltd. (NASDAQ: VEON) lifts H1 revenue to $2.47B as Pakistan and Ukraine expand
VEON Ltd. reported higher revenue for the six months ended June 30, 2026, with US$2,472 million, up 17.0% year-on-year in US$ and 16.9% in local currencies. Growth was broad-based, led by Pakistan (US$965 million, +23.5%) and Ukraine (US$667 million, +22.9%), while adjusted EBITDA increased to US$1,069 million.
Profitability decreased versus 2025, which included a large one-off tower gain. Operating profit was US$655 million compared with US$1,059 million, and profit attributable to shareholders declined to US$221 million from US$694 million, mainly because 2025 contained a US$497 million gain on the Deodar tower disposal, alongside higher finance costs and income tax expense.
VEON executed several strategic and financing actions. It sold Kyivstar Group shares, reducing its stake from 89.6% to 83.6% and raising about US$140 million; acquired Tabletki.ua and six Ukrainian solar power plants; and secured 190 MHz of Pakistani spectrum, capitalized at US$209 million. A US$1.4 billion dual-tranche bond issue refinanced 2027 notes, while operating cash flow rose to US$860 million, funding US$336 million of capex and supporting cash of US$2,193 million against principal debt of US$3,429 million at June 30, 2026.
Positive
- Revenue grew 17.0% to US$2,472 million year-on-year, driven by strong contributions from Pakistan, Ukraine, Kazakhstan and Uzbekistan, and supported an increase in total adjusted EBITDA to US$1,069 million.
- Operating cash flow rose to US$860 million from US$569 million, comfortably funding US$336 million of capex ex-licenses and right-of-use assets and contributing to a period-end cash balance of US$2,193 million.
Negative
- Net profit attributable to shareholders fell to US$221 million from US$694 million, largely because the prior year included a US$497 million gain on the Deodar tower sale, with additional pressure from higher finance costs and income tax.
- Adjusted EBITDA margin contracted in key markets, including Kazakhstan (to 41.1% from 50.0%) and Bangladesh (to 40.5% from 55.2%), reflecting higher operating costs, regulatory effects and the absence of prior-year one-off tax and fee releases.
Filing Explained
VEON completed TPL Insurance control, repaid the term loan early, and issued 13,794,400 shares under the ADG resolution.
As a Form 6-K interim report, the filing records that VEON completed its subsidiary’s acquisition of a controlling interest in TPL Insurance on
The completion changes the group’s ownership status, but the initial IFRS 3 purchase-price allocation was not complete when the interim statements were prepared, so the acquisition’s estimated financial impact was not yet available.
On
The statement of changes in equity also records 13,794,400 shares issued under the ADG resolution, while 29,892,525 shares were repurchased during the six-month period. Issuing additional shares increases the total share count and reduces an existing holder’s percentage ownership absent offsetting changes, so the filing documents a dilutive issuance alongside the repurchases.
The material open item is the acquisition accounting: the filing does not yet provide the completed purchase-price allocation or estimated financial impact for TPL Insurance.
Key Figures
Revenue: US$2,472 million
Profit for the period: US$263 million
Adjusted EBITDA: US$1,069 million
+5 more
8 metrics
Revenue
US$2,472 million
Six months ended June 30, 2026 consolidated revenue
Profit for the period
US$263 million
Six months ended June 30, 2026 consolidated profit
Adjusted EBITDA
US$1,069 million
Six months ended June 30, 2026 total adjusted EBITDA
Operating cash flow
US$860 million
Net cash flows from operating activities in H1 2026
Cash and cash equivalents
US$2,193 million
Balance at June 30, 2026, net of overdrafts
Principal external debt
US$3,429 million
Principal amounts of bank loans and bonds outstanding at June 30, 2026
Pakistan revenue
US$965 million
Six months ended June 30, 2026 revenue in Pakistan segment
Pakistan Adjusted EBITDA
US$426 million
Six months ended June 30, 2026 adjusted EBITDA in Pakistan segment
Key Terms
Adjusted EBITDA, cash flow hedges, Roam-like-at-home, mandatory tender offer, +2 more
6 terms
Adjusted EBITDA financial
"earnings before foreign exchange gain/ loss, finance income and costs, tax, depreciation"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
cash flow hedges financial
"designated as cash flow hedges of the variability in cash flows attributable"
A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.
Roam-like-at-home financial
"partly offset by the impact of Roam-like-at-home regulatory obligations"
mandatory tender offer financial
"acquired a controlling interest in TPL Insurance including 6.67% acquired through mandatory tender offer"
A mandatory tender offer is a legally required offer by a buyer who gains control of a company to purchase shares from remaining shareholders at a specified price. Investors are affected because it gives them a clear chance to sell at the stated price when ownership changes, similar to a new owner of a building being obliged to offer to buy other units so everyone has the same exit option and price.
cash generating units ("CGUs") financial
"impairment charges in respect of our cash generating units ("CGUs"), some of which could be substantial"
Karachi Interbank Offered Rate ("KIBOR") financial
"payable over five years at Karachi Interbank Offered Rate ("KIBOR") +3%"
AI-generated analysis. How Rhea-AI works. Not financial advice.
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FAQ
How did VEON (VEON) perform financially in H1 2026?
VEON reported H1 2026 revenue of US$2,472 million, up 17.0% year-on-year, and profit for the period of US$263 million. Adjusted EBITDA increased to US$1,069 million, while profit attributable to shareholders declined to US$221 million due to the absence of a prior-year tower sale gain.
Which segments drove VEON (VEON) revenue growth in H1 2026?
Growth was led by Pakistan, where revenue rose to US$965 million (+23.5%), and Ukraine, with revenue of US$667 million (+22.9%). Uzbekistan and Kazakhstan also expanded, while Bangladesh grew modestly as digital services offset softer data and voice usage.
What was VEON (VEON)’s adjusted EBITDA and margin in H1 2026?
Adjusted EBITDA reached US$1,069 million, up from US$959 million a year earlier. This reflects higher revenues across major markets, partly offset by increased energy, personnel and commercial costs and the absence of one-off benefits in Bangladesh and other operations.
What major financing steps did VEON (VEON) take in H1 2026?
VEON completed a US$1.4 billion dual-tranche senior notes offering (6.95% due 2031 and 7.45% due 2033) and repurchased US$885 million of 3.375% 2027 notes. It also executed various local borrowings, optimizing its debt maturity profile and locking in more fixed-rate funding.
What strategic transactions did VEON (VEON) complete around H1 2026?
VEON sold Kyivstar Group shares, cutting its stake from 89.6% to 83.6% and raising about US$140 million, acquired Tabletki.ua for US$161 million, and bought six Ukrainian solar power plants for US$70 million. JazzWorld also secured 190 MHz of spectrum in Pakistan.
What is VEON (VEON)’s liquidity and debt position as of June 30, 2026?
VEON held US$2,193 million in cash and cash equivalents and had principal external debt of US$3,429 million. Working capital was negative US$124 million, but management highlights strong operating cash generation, access to bank facilities and recent bond issuance as key liquidity sources.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of July 2026
Commission File Number 1-34694
(Translation of registrant’s name into English)
Index Tower (East Tower), Unit 1703, Dubai (DIFC), the United Arab Emirates
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(1): o.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T
Rule 101(b)(7): o.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
VEON LTD. |
(Registrant) |
Date: July 31, 2026
By: | /s/ Sebastian Rice |
Name: | Sebastian Rice |
Title: | Acting Group General Counsel |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis is based on, and should be read in conjunction with, our unaudited interim condensed
consolidated financial statements as of and for the six-month periods ended June 30, 2026 and 2025, and the related notes,
attached hereto.
References to “VEON” as well as references to “our company,” “the company,” “our group,” “the group,” “we,” “us,” “our” and
similar pronouns, are references to VEON Ltd. an exempted company limited by shares registered in Bermuda, and its
consolidated subsidiaries. References to VEON Ltd. are to VEON Ltd. alone. The unaudited interim condensed consolidated
financial statements as of June 30, 2026 and for the six-month periods ended June 30, 2026 and 2025 attached hereto have
been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board
(“IASB”) and are presented in U.S. dollars.
The discussion of our business and the telecommunications industry included herein contains references to certain terms
specific to our business, including numerous technical and industry terms. Such terms are defined in Exhibit 99.1 to our Annual
Report on Form 20-F for the year ended December 31, 2025 filed on March 16, 2026 (our “2025 Annual Report”). For a
comprehensive discussion of our critical accounting estimates and assumptions, please refer to Note 27- Significant Accounting
Policies to our audited consolidated financial statements included in our 2025 Annual Report.
Certain amounts and percentages that appear in this document have been subject to rounding adjustments. As a result, certain
numerical figures shown as totals, including in tables, may not be exact arithmetic aggregations of the figures that precede or
follow them.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains estimates and forward-looking statements within the meaning of Section 27A of the U.S. Securities Act
of 1933, as amended (the “Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Our estimates and forward-looking statements are mainly based on our current expectations and estimates of
future events and trends, which affect or may affect our businesses and operations. All statements other than statements of
historical fact are forward-looking statements. The words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,”
“anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” and similar words
are intended to identify estimates and forward-looking statements. Although we believe that these estimates and forward-looking
statements are based upon reasonable assumptions, they are subject to numerous risks and uncertainties and are made in light
of information currently available to us. Many important factors, in addition to the factors described in this document, may
adversely affect our results as indicated in forward-looking statements. You should read this document completely and with the
understanding that our actual future results may be materially different and worse from what we expect.
Under no circumstances should the inclusion of such forward-looking statements in this document be regarded as a
representation or warranty by us or any other person with respect to the achievement of results set out in such statements or that
the underlying assumptions used will in fact be the case. Therefore, you are cautioned not to place undue reliance on these
forward-looking statements.
Our estimates and forward-looking statements may be influenced by various factors, including without limitation:
•the ongoing war in Ukraine, including: the adverse impact on the economic conditions and outlook of Ukraine; the effect of
sanctions on our supply chain, ability to transact with key counterparties and obtain financing; the risk of nationalization
affecting Kyivstar; the association of certain beneficial owners of our largest shareholder with sanctions; the resulting
volatility in the Ukrainian hryvnia and other local currencies; our ability to operate and maintain our infrastructure;
reputational harm we may suffer from as a result of the war; and its impact on our liquidity, financial condition, our strategic
partnerships and relationships with third parties, among numerous other consequences;
•developments in the international economic conditions (including inflationary pressures and rising interest rates) and the
geopolitical environment, including risks related to (i) U.S. import tariffs announced in April 2025 which have disrupted global
supply chains and heightened economic uncertainty worldwide, and (ii) the ongoing conflict between the United States,
Israel and Iran which created volatility in energy markets and disruptions in commercial and financial activity across the
Middle East;
•our ability to generate sufficient cash flow and raise additional capital to meet our debt service obligations, our expectations
regarding working capital and the servicing and repayment of our indebtedness, and our ability to satisfy our projected
capital requirements;
•our ability to develop new revenue streams and achieve portfolio and asset optimizations, improve customer experience and
optimize our capital structure;
•our goals regarding value, experience and service for our customers, as well as our ability to retain and attract customers
and to maintain and expand our market share positions;
•our ability to keep pace with technological changes, including changes in artificial intelligence which may lower barriers to
entry and heighten customer expectations in the telecommunications space, to implement and execute our strategic
priorities successfully and to achieve the expected benefits from our existing and future transactions;
•adverse global developments, including wars, civil unrest, terrorist attacks, natural disasters, trade and tariff uncertainty and
pandemics;
•environmental factors, including climate-related disasters such as floods, or the implementation of climate-related laws and
regulations that could impact our business and its operations and expenses;
•our plans regarding our dividend payments and policies, as well as our ability to receive dividends, distributions, loans,
transfers or other payments or guarantees from our subsidiaries;
•potential cyber-attacks or other cybersecurity threats, which may compromise confidential information or render our services
inaccessible, including risks arising from the integration of AI-powered capabilities across digital platforms, which may
introduce additional vulnerabilities such as adversarial attacks, model manipulation and data poisoning;
•our plans to develop, provide and expand our products and services, including operational and network development,
optimization and investment, such as expectations regarding the expansion or rollout and benefits of 4G and 5G networks,
broadband services and integrated products and services, such as fixed-mobile convergence, and digital services in the
areas of, for example, financial services, entertainment, digital advertising and healthcare;
•risks associated with barriers to 4G smartphone adoption in some of our markets, which may necessitate additional capex
investments beyond planned levels and could expose us to financial and operational penalties for non-compliance with
regulatory requirements;
•our expectations as to pricing for our products and services in the future, improving our ARPU and our future costs and
operating results;
•our ability to meet license requirements, to obtain, maintain, renew or extend licenses, frequency allocations and frequency
channels and to obtain related regulatory approvals;
•adverse legislative, regulatory and judicial developments which frustrate our profitability and ability to operate in our
geographies;
•risks related to our tax residency in the UAE, as no assurance can be given regarding the final determination and exclusivity
of our tax residency;
•our plans regarding marketing and distribution of our products and services, including customer loyalty programs;
•our expectations regarding our competitive strengths, customer demands, market trends and future developments in the
industry and markets in which we operate;
•our ability to retain key personnel; and
•other statements regarding matters that are not historical facts.
These statements are our management’s best assessment of our strategic and financial position and of future market conditions,
trends and other potential developments. While they are based on sources believed to be reliable and on our management’s
current knowledge and best belief, they are merely estimates or predictions and cannot be relied upon. We cannot assure you
that future results will be achieved. The risks and uncertainties that may cause our actual results to differ materially from the
results indicated, expressed or implied in the forward-looking statements used in this document include, without limitation:
•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;
•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, conflicts (including the current conflict between the United
States, Israel and Iran) 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;
•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 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, including those set forth in “Item 3—Key Information—D. Risk Factors” in our 2025 Annual
Report.
These factors and the other risk factors are not necessarily all of the factors that could cause actual results to differ materially
from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could harm our
future results. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all
risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.
The forward-looking statements included in this document are made only as of the date of the filing of this document. We cannot
assure you that any projected results or events will be achieved. Except to the extent required by law, we disclaim any obligation
to update or revise any of these forward-looking statements, whether as a result of new information, future events or otherwise,
after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should refer to our
periodic and current reports filed or furnished, as applicable, with the SEC for specific risks which could cause actual results to
be significantly different from those expressed or implied by these forward-looking statements.
OVERVIEW
VEON is a leading global provider of connectivity and digital services, currently headquartered in Dubai. Present in some of the
world’s most dynamic markets, VEON currently provides more than 151 million customers with voice, fixed broadband, data and
digital services. VEON, through its operating companies, offers services to customers in five countries: Pakistan, Ukraine,
Kazakhstan, Uzbekistan and Bangladesh. We provide services under the “Jazz,” “Kyivstar,” "Beeline" and “Banglalink” brands.
VEON generates revenue through the provision of comprehensive telecommunications and infrastructure services, including
voice communications, fixed broadband, and data services, as well as digital services encompassing digital financial services,
content streaming, ride-hailing platforms, digital healthcare solutions, cloud computing, and other value-added services. Products
and services may be sold separately or in bundled packages.
BASIS OF PRESENTATION OF FINANCIAL RESULTS
Our unaudited interim condensed consolidated financial statements attached hereto have been prepared in accordance with IAS
34 Interim Financial Reporting. The interim condensed consolidated financial statements attached hereto do not include all the
information and disclosures required in the annual consolidated financial statements and should be read in conjunction with the
Group’s audited annual consolidated financial statements as of and for the year ended December 31, 2025.
Certain amounts that appear in this document have been subject to rounding adjustments, however the percentage variances
wherever disclosed have been calculated using unrounded amounts.
REPORTABLE SEGMENTS
VEON Ltd. is the parent company of a number of operating subsidiaries and holding companies in various jurisdictions. We
organize the governance and management of our businesses on a geographical basis.
As of June 30, 2026, our reportable segments currently consist of the following five segments: Pakistan; Ukraine; Kazakhstan;
Bangladesh; and Uzbekistan. We present our results of operations for “HQ and eliminations” and “Others” separately,
although these are not reportable segments. “HQ, eliminations and Others” represents our operations in Kyrgyzstan, which
have been sold during the year 2025 and transactions related to management activities within the Group in Amsterdam and
Dubai and costs relating to centrally managed operations, and reconciles the results of our reportable segments and our total
revenue, Adjusted EBITDA and capital expenditures excluding certain costs such as those for telecommunication licenses and
right-of-use assets.
For more information on our reportable segments, refer to Note 2 - Segment Information in the unaudited interim condensed
consolidated financial statements attached hereto for further details.
KEY DEVELOPMENTS DURING THE FIRST HALF OF 2026
JazzWorld enters Interest Rate Swap Transactions
On January 2, 2026, JazzWorld Pakistan Limited ("JazzWorld"), formerly Pakistan Mobile Communications Limited entered into
two interest rate swaps (“IRS”) with United Bank Limited, to hedge against the risk from fluctuations in Pakistani Rupee ("PKR")
floating rate on its loans of PKR75 billion (US$268 million). The interest rate swaps lock in a fixed interest rate by converting the
floating rate to a fixed rate at each payment date and provide certainty over future interest cash flows, reducing exposure to
interest fluctuations. These IRS were executed in two tranches of PKR37.5 billion (US$134 million) each for terms of 5 and 7
years with fixed interest rates of 12.55% and 12.85%, respectively. The IRS have been designated as cash flow hedges of the
variability in cash flows attributable to the PKR floating interest rate. Refer to Note 8 - Investments, debt and derivatives in the
unaudited interim condensed consolidated financial statements for further details.
Kyivstar Group Ltd. "KGL" secondary public offering of shares held by VEON
On January 29, 2026, VEON announced the pricing of a secondary public offering of 12,500,000 common shares of KGL, its
majority-owned subsidiary, comprising 12,100,000 shares held by VEON Amsterdam B.V., a wholly owned subsidiary of VEON
and 400,000 shares from other selling shareholders, at a public offering price of US$10.50 per share. The underwriters were
granted a 30-day option to purchase up to an additional 1,875,000 shares from the other selling shareholders at the public
offering price, less underwriting discounts and commissions.
On close of the offering on February 2, 2026, which was oversubscribed by five times, 13,975,000 common shares were sold by
VEON Amsterdam B.V., a wholly owned subsidiary of VEON, including the full exercise of the underwriters' option of 1,875,000
common shares while 400,000 common shares were sold by other selling shareholders accumulating to a total of 14,375,000
common shares. Following completion of the offering, VEON's ownership in KGL decreased from 89.6% to 83.6% and VEON
received net proceeds of approximately US$140 million for general corporate purposes. Refer to Note 8 - Investments, debt and
derivatives in the unaudited interim condensed consolidated financial statements for further details.
VEON expands digital healthcare services with Acquisition of Tabletki.ua
On February 10, 2026, VEON announced its majority owned subsidiary Kyivstar Group Ltd., has signed a definitive agreement
and completed the acquisition of 100% of Tabletki.ua for US$161 million, payable in Ukrainian hryvnia in Ukraine. Tabletki.ua is
one of Ukraine’s most widely used digital platforms for finding, comparing and reserving medicines and other products available
at Ukrainian pharmacies. The transaction closed on February 10, 2026 and was accounted for under IFRS 3. Refer to Note 5 -
Significant transactions in the unaudited interim condensed consolidated financial statements for further details.
VEON’s Subsidiary JazzWorld Secures Largest Allocation with 190 MHz
On March 10, 2026, VEON announced that VEON’s subsidiary JazzWorld secured the allocation of 190 MHz after a successful
mobile spectrum auction held in Pakistan by the Pakistan Telecommunication Authority, with a license term of fifteen years and a
total cost of approximately US$240 million. Payment for the license may be made either as a lump sum twelve months after
license issuance or over a six‑year period, with 50% payable after twelve months and the remaining 50% payable over five years
at Karachi Interbank Offered Rate ("KIBOR") +3%. The license has been capitalized at the present value of future payments as
an intangible asset of US$209. A corresponding liability of the same amount has also been recognized with interest on the
liability to be recognized as a finance cost in the interim condensed consolidated income statement.
VEON Announces Agreement with the Dhabi Group regarding historical claims under a Shareholders Agreement
On March 12, 2026, VEON announced that it had entered into an agreement with the Dhabi Group regarding historical claims
under a Shareholders Agreement. As part of this agreement, VEON welcomed the Dhabi Group, whose principal is His Highness
Sheikh Nahyan bin Mubarak Al Nahyan, as a shareholder in the Company. Under the terms of the agreement, Dhabi Group fully
withdrew all its claims and VEON agreed to pay the Dhabi Group US$120 million in cash plus US$30 million equivalent in ADS
("ADS Payment"). Additionally, twenty-four months after the date of agreement, VEON will make further cash payment (if any)
equal to the difference of US$60 million and the market value of the ADS Payment at future date. Accordingly, VEON had
recognized a provision of US$170 million as of December 31, 2025, representing management’s estimate of the expected
outflow.
Following execution of the accelerated resolution agreement, the US$170 million provision recognized as of December 31, 2025
was reclassified to financial liabilities. Refer to Note 8 - Investments, debt and derivatives in the unaudited interim condensed
consolidated financial statements for further details.
VEON Boosts Accessibility for Investors by Waiving Depositary Service Fees on American Depositary Shares
On April 24, 2026, VEON announced that, effective January 1, 2026, BNY Mellon will not collect depositary service fees (“DSF”)
from investors that hold VEON’s American Depositary Shares (“ADSs”). The suspension of DSF charges for investors effectively
reduces the cost of ownership by US$0.05 per ADS per year and enhances accessibility for both existing and prospective
investors.
VEON Shareholders Re-elect Board at 2026 AGM
VEON held its 2026 Annual General Meeting of Shareholders (the “AGM”) on May 11, 2026, During the AGM, VEON's
shareholders approved the re-election of the seven directors who served on VEON's Board in the previous term. VEON
welcomed back its founder Augie K Fabela II, Andrei Gusev, Rt. Hon. Sir Brandon Lewis CBE, Duncan Perry, 70th U.S. Secretary
of State Michael R. Pompeo, Michiel Soeting and VEON Group CEO Kaan Terzioglu to the Board. Following the AGM, the new
Board held its inaugural meeting, and re-elected VEON’s Founder Augie K Fabela II as the Chairman for a third term.
VEON expands renewable energy portfolio with acquisition of six solar power plants
On May 26, 2026, VEON announced that KGL acquired 100% of the equity interests in six solar power plant entities consisting of
Energopostach-Plus LLC, Lightful LLC, Sunlight Generation LLC, Ternovytsia Solar LLC, Energy Space LLC and Ternovytsia
Solar Plus LLC, for cash consideration of US$70 paid to the seller. Prior to the acquisition, KGL also provided approximately
US$11 of reimbursable financial assistance to the target companies to refinance existing bank indebtedness. Refer to Note 5 -
Significant transactions in the unaudited interim condensed consolidated financial statements for further details.
VEON Closes US$ 1.4 billion Bond Offering, Refinancing 2027 Note
On June 1, 2026, VEON closed of a US$1,400 (excluding transaction fee of US$19) dual-tranche senior unsecured notes
offering by VEON Midco B.V., a wholly owned subsidiary of VEON. The notes were issued by VEON Midco B.V. and are
guaranteed by VEON Amsterdam B.V., a wholly owned subsidiary of VEON. The offering comprises US$700 6.95% senior notes
due June 1, 2031 and US$700 7.45% senior notes due June 1, 2033. The notes were admitted to trading on the Euro MTF
market of the Luxembourg Stock Exchange on June 1, 2026.
In parallel with the offering, on May 18, 2026, VEON launched a cash tender offer inviting holders of its outstanding US$1,011
3.375% senior notes due in 2027 to tender their notes for cash. On June 1, 2026, VEON accepted for purchase US$885 (net of
US$1 million unamortized transaction cost) of its 3.375% senior notes due in 2027 pursuant to the tender offer for cash amount
of US$877 (including US$2 million transaction costs), resulting in a net gain on extinguishment of US$8 included in finance
income on the income statement. Refer to Note 8 - Investments, debt and derivatives in the unaudited interim condensed
consolidated financial statements for further details.
KEY DEVELOPMENTS AFTER THE REPORTING PERIOD
Acquisition of controlling interest in TPL Insurance
On July 14, 2026, Jazz International Holding Limited (“JIHL”), a subsidiary of VEON, announced the completion of the acquisition
of a controlling interest in TPL Insurance Limited (“TPL Insurance”), a Pakistan-based general insurance company offering motor,
health, fire, property and other insurance products through its digital platform. Following the completion of the transaction, JIHL
now holds 76.33% of TPL Insurance’s issued share capital, including 6.67% acquired through mandatory tender offer. The total
consideration paid for shares acquired from TPL Corp Limited and through the mandatory tender offer was US$16. As of the date
of the interim condensed consolidated financial statements, the initial purchase price allocation under IFRS 3 has not yet been
completed and, accordingly, the estimated financial impact of the transaction is not yet available.
Repayment of US$210 Term Loan
On July 24, 2026, VEON repaid ahead of its scheduled maturity of March 2027 the principal amount of US$210, together with
accrued interest of US$1, outstanding under the facility agreement entered into on March 27, 2025, with a consortium of
international lenders, including Industrial and Commercial Bank of China ("ICBC") Standard Bank and leading Gulf Cooperation
Council ("GCC") banks.
RESULTS OF OPERATIONS
FINANCIAL PERFORMANCE FOR SIX MONTHS ENDED JUNE 30, 2026
Six-month period | ||||
(In millions of U.S. dollars) | 2026 | 2025 | ||
Revenue * | 2,472 | 2,113 | ||
Cost of services, equipment and accessories * | (322) | (233) | ||
Selling, general and administrative expenses | (1,083) | (922) | ||
Depreciation | (309) | (280) | ||
Amortization | (125) | (114) | ||
Impairment loss | (4) | (3) | ||
Gain on disposal of non-current assets | 5 | — | ||
Gain on disposal of subsidiaries, net | 19 | 497 | ||
Other operating income | 2 | 1 | ||
Operating profit | 655 | 1,059 | ||
Finance costs | (317) | (246) | ||
Finance income | 48 | 20 | ||
Other non-operating (loss)/ gain, net | (16) | 31 | ||
Net foreign exchange gain/ (loss) | 13 | (52) | ||
Profit before tax | 383 | 812 | ||
Income taxes | (120) | (86) | ||
Profit for the period | 263 | 726 | ||
Attributable to: | ||||
The owners of the parent | 221 | 694 | ||
Non-controlling interest | 42 | 32 | ||
263 | 726 | |||
* Certain prior period comparatives have been reclassified to conform with the current year presentation.
REVENUE
Six-month period ended June 30, | |||
(In millions of U.S. dollars) | 2026 | 2025 | |
Pakistan | 965 | 781 | |
Ukraine | 667 | 542 | |
Kazakhstan | 438 | 389 | |
Uzbekistan | 166 | 147 | |
Bangladesh | 236 | 228 | |
HQ, eliminations and Others | — | 26 | |
Total Revenue | 2,472 | 2,113 | |
Our consolidated revenues increased to US$2,472 million for the six-month period ended June 30, 2026 compared to US$2,113
million for the six-month period ended June 30, 2025. In US$ terms, our consolidated revenue increased by 17.0%, while in local
currency the growth was 16.9% for the six-month period ended June 30, 2026 as compared to the six-month period ended June
30, 2025.
The increase was primarily due to the improved performance in (i) Pakistan driven by effective repricing and increased financial
services usage, (ii) Uzbekistan from repricing, higher mobile financial services revenue, and higher sale of device, (iii) Ukraine
from higher data usage, and the impact of the Uklon & Tabletki acquisitions and (iv) Kazakhstan, driven by higher data usage,
increased device sales and higher mobile financial services usage, partially offset by the sale of Kyrgyzstan in the prior year. The
slightly higher growth in US$ terms compared to local currency growth reflects a modest favorable foreign exchange translation
impact resulting from the appreciation against the US$ during the period.
OPERATING PROFIT
Our consolidated operating profit decreased to US$655 million for the six-month period ended June 30, 2026 compared to
US$1,059 million for the six-month period ended June 30, 2025, primarily relating to the US$497 million gain on the disposal of
Deodar in the second quarter of 2025 in connection with the sale of the tower portfolio in Pakistan and higher service cost and
depreciation and amortization expense. Refer to Note 5 - Significant transactions in the unaudited interim condensed
consolidated financial statements attached hereto for further details.
NON-OPERATING PROFITS AND LOSSES
Finance costs
Our consolidated finance costs increased to US$317 million for the six-month period ended June 30, 2026 compared to US$246
million for the six-month period ended June 30, 2025. The increase was primarily attributable to interest unwinding on lease
liabilities resulting from Deodar transaction in 2025 and higher debt balances.
Finance income
Our consolidated finance income increased to US$48 million in the six-month period ended June 30, 2026 compared to US$20
million in the six-month period ended June 30, 2025, primarily due to higher cash deposits and income recognized on partial
extinguishment of senior notes that were due in 2027.
Other non-operating (loss) / gain, net
During the six-month period ended June 30, 2026, we recognized an other non-operating loss of US$16 million compared to an
other non-operating gain of US$31 million during the six-month period ended June 30, 2025. The movement was primarily driven
by the fair value remeasurement of JSC Kyivstar's outstanding warrants and remeasurement impact of derivative liability relating
to ADG resolution. In addition, the prior-year period included a positive impact from the reassessment of the license asset and
the related unpaid license liability in Kazakhstan, following the early termination of that license contract.
Net foreign exchange gain / (loss)
During the six-month period ended June 30, 2026, we recognized a net foreign exchange gain of US$13 million, compared to net
foreign exchange loss of US$52 million during the six-month period ended June 30, 2025. This was primarily driven by favorable
foreign exchange gains recognized in our Ukraine operations, as well as the appreciation of the Pakistani rupee (PKR),
Kazakhstani tenge (KZT), and Uzbekistani som (UZS) against the US$. Further, in the same period last year there was an
exchange loss impact arising from the RUB denominated bonds that were subsequently redeemed.
INCOME TAX EXPENSE
Our consolidated income tax expense was US$120 million for the six-month period ended June 30, 2026 compared to US$86
million for the six-month period ended June 30, 2025. The increase in tax charge in H1 2026 reflects both an increase in profit
before tax and the absence of one-off items that had reduced the tax charge in the comparative 2025 period.
For more information regarding income tax expenses, please refer to Note 4 - Income Taxes of the unaudited interim condensed
consolidated financial statements attached hereto.
PROFIT FOR THE PERIOD ATTRIBUTABLE TO THE OWNERS OF THE PARENT
Our profit for the period attributable to the owners of the parent decreased to US$221 million for the six-month period ended
June 30, 2026 compared to US$694 million for the same period last year, mainly associated with a gain on sale of Deodar
recognized in 2025 period.
PROFIT FOR THE PERIOD ATTRIBUTABLE TO NON-CONTROLLING INTEREST
Our profit for the period attributable to non-controlling interest increased to US$42 million for the six-month period ended
June 30, 2026 compared to US$32 million for the six-month period ended June 30, 2025.
ADJUSTED EBITDA
Six-month period ended June 30 | |||
In millions of U.S. dollars | 2026 | 2025 | |
Pakistan | 426 | 326 | |
Ukraine | 363 | 309 | |
Kazakhstan | 180 | 195 | |
Uzbekistan | 61 | 56 | |
Bangladesh | 96 | 126 | |
HQ, eliminations and Others | (57) | (53) | |
Total | 1,069 | 959 | |
Our adjusted EBITDA increased to US$1,069 million for the six-month period ended June 30, 2026 compared to US$959 million
for the six-month period ended June 30, 2025. This was primarily due to higher revenues, partially offset by: the absence of prior-
year one-off items, including the BTRC revenue-sharing and minimum tax provision release in Bangladesh; higher energy prices
and personnel costs in Ukraine; weaker gross margin and higher personnel costs in Kazakhstan; higher energy prices and
marketing spend in Pakistan; and the prior-year sale of the Kyrgyzstan operation.
The following table provides the reconciliation of Profit for the six-month period ended June 30 to total adjusted EBITDA:
Six-month period ended June 30, | |||
In millions of U.S. dollars | 2026 | 2025 | |
Profit for the period | 263 | 726 | |
Adjustments to reconcile Profit for the period to Total Adjusted EBITDA | |||
Income taxes | 120 | 86 | |
Depreciation | 309 | 280 | |
Amortization | 125 | 114 | |
Impairment loss | 4 | 3 | |
Gain on disposal of non-current assets | (5) | — | |
Gain on disposal of subsidiaries, net | (19) | (497) | |
Finance costs | 317 | 246 | |
Finance income | (48) | (20) | |
Other non-operating loss / (gain), net | 16 | (31) | |
Net foreign exchange (gain) / loss | (13) | 52 | |
Total Adjusted EBITDA | 1,069 | 959 | |
RESULT OF REPORTABLE SEGMENTS
PAKISTAN
RESULTS OF OPERATIONS IN US$
Six months ended June 30, | ||||||
In millions of U.S. dollars (except as indicated) | 2026 | 2025 | 2026-2025 change % | |||
Total revenue | 965 | 781 | 23.5% | |||
Telecommunication and infrastructure | 600 | 519 | 15.6% | |||
Digital of which: | ||||||
Digital financial services | 261 | 175 | 49.7% | |||
Other digital services | 104 | 87 | 18.6% | |||
Operating expenses | 539 | 455 | 18.5% | |||
Adjusted EBITDA | 426 | 326 | 30.5% | |||
Adjusted EBITDA margin | 44.1% | 41.8% | 2.4% | |||
RESULTS OF OPERATIONS IN PKR
Six months ended June 30, | ||||||
In millions of PKR (except as indicated) | 2026 | 2025 | 2026-2025 change % | |||
Total revenue | 269,451 | 219,123 | 23.0% | |||
Telecommunication and infrastructure | 167,517 | 145,631 | 15.0% | |||
Digital of which: | ||||||
Digital financial services | 73,013 | 49,000 | 49.0% | |||
Other digital services | 28,921 | 24,492 | 18.1% | |||
Operating expenses | 150,557 | 127,611 | 18.0% | |||
Adjusted EBITDA | 118,894 | 91,512 | 29.9% | |||
Adjusted EBITDA margin | 44.1% | 41.8% | 2.4% | |||
SELECTED PERFORMANCE INDICATORS FOR MOBILE BUSINESS
Six months ended June 30, | ||||||
2026 | 2025 | 2026-2025 change % | ||||
Customers in millions | 75.4 | 73.9 | 2.1% | |||
- of which mobile data (millions) | 63.4 | 61.0 | 3.8% | |||
ARPU in US$ | 1.8 | 1.5 | 22.4% | |||
ARPU in PKR | 513.2 | 421.1 | 21.9% | |||
REVENUE
In Pakistan, revenue increased by 23.5% in US$ reporting currency terms and 23.0% in local currency terms for the six-month
period ended June 30, 2026 compared to the six-month period ended June 30, 2025. The increase in local currency terms is
primarily due to higher data usage, repricing and higher JazzCash services usage. The larger increase in period-over-period
revenue in US$ terms, as compared to local currency growth, was impacted by the appreciation of the local currency against
US$ during the period.
ADJUSTED EBITDA
In Pakistan, adjusted EBITDA increased by 30.5% in US$ reporting currency terms and increased by 29.9% in local currency
terms for the six-month period ended June 30, 2026 compared to the six-month period ended June 30, 2025. The increase in
[both US$ and] local currency terms is primarily due to higher revenues, as stated above, which were partially offset by higher
personnel costs, marketing spends and energy prices.
SELECTED PERFORMANCE INDICATORS
As of June 30, 2026, we had 75.4 million customers in Pakistan, representing an increase of 2.1% compared to June 30, 2025,
mainly due to focus on retaining high-value customers and continued expansion of 4G/5G data network.
In Pakistan, mobile ARPU increased by 22.4% in US$ reporting currency terms and by 21.9% in local currency terms for the six-
month period ended June 30, 2026 compared to the six-month period ended June 30, 2025. This increase in both US$ and local
currency terms was primarily due to effective pricing actions and continued monetization of data usage.
UKRAINE
RESULTS OF OPERATIONS IN US$
Six months ended June 30, | ||||||
In millions of U.S. dollars (except as indicated) | 2026 | 2025 | 2026-2025 change % | |||
Total revenue | 667 | 542 | 22.9% | |||
Telecommunication and infrastructure | 526 | 483 | 8.8% | |||
Digital of which: | ||||||
Other digital services | 141 | 59 | 138.6% | |||
Other operating income | — | — | 0.0% | |||
Operating expenses | 304 | 233 | 29.9% | |||
Adjusted EBITDA | 363 | 309 | 17.6% | |||
Adjusted EBITDA margin | 54.5% | 56.9% | -2.4% | |||
RESULTS OF OPERATIONS IN UAH
Six months ended June 30, | ||||||
In millions of UAH (except as indicated) | 2026 | 2025 | 2026-2025 change % | |||
Total revenue | 29,167 | 22,577 | 29.2% | |||
Telecommunication and infrastructure | 22,993 | 20,118 | 14.3% | |||
Digital of which: | ||||||
Other digital services | 6,174 | 2,459 | 151.1% | |||
Other operating income | 9 | 15 | -40.0% | |||
Operating expenses | 13,284 | 9,739 | 36.5% | |||
Adjusted EBITDA | 15,892 | 12,853 | 23.6% | |||
Adjusted EBITDA margin | 54.5% | 56.9% | -2.4% | |||
SELECTED PERFORMANCE INDICATORS FOR MOBILE BUSINESS
Six months ended June 30, | ||||||
2026 | 2025 | 2026-2025 change % | ||||
Customers in millions | 21.8 | 22.4 | -2.8% | |||
- of which mobile data (millions) | 17.1 | 16.8 | 1.4% | |||
ARPU in US$ | 4.7 | 3.7 | 26.4% | |||
ARPU in UAH | 204.7 | 154.1 | 32.8% | |||
REVENUE
In Ukraine, revenue increased by 22.9% in US$ reporting currency terms and 29.2% in local currency terms for the six-month
period ended June 30, 2026 compared to the six-month period ended June 30, 2025. The increase in [both US$ and] local
currency terms was primarily driven by repricing, increased usage of Uklon services (full six-month contribution in 2026), stronger
Kyivstar TV performance and the consolidation of Tabletki following its acquisition, compared to the prior period. The lower
period-over-period revenue growth rate in US$ terms, as compared to local currency growth, was impacted by depreciation of
the local currency against US$ during the period.
ADJUSTED EBITDA
In Ukraine, adjusted EBITDA increased by 17.6% in US$ reporting currency terms and 23.6% in local currency terms for the six-
month period ended June 30, 2026 compared to the six months ended June 30, 2025. The increase in local currency terms is
primarily due to higher revenues partly offset by the impact of Roam-like-at-home regulatory obligations, higher tariffs for utilities
and higher network maintenance costs and higher personnel costs.
SELECTED PERFORMANCE INDICATORS
As of June 30, 2026, we had 21.8 million mobile customers in Ukraine, representing a decrease of 2.8% compared to June 30,
2025. This was primarily due to the focus on retaining high-value customers.
In Ukraine, mobile ARPU increased by 26.4% in US$ reporting currency terms and 32.8% in local currency terms for the six-
month period ended June 30, 2026 compared to the six-month period ended June 30, 2025, primarily due to an increase in
mobile data usage, and effective pricing actions across a lower subscriber base.
KAZAKHSTAN
RESULTS OF OPERATIONS IN US$
Six months ended June 30, | ||||||
In millions of U.S. dollars (except as indicated) | 2026 | 2025 | 2026-2025 change % | |||
Total revenue | 438 | 389 | 12.6% | |||
Telecommunication and infrastructure | 357 | 325 | 9.6% | |||
Digital of which: | ||||||
Digital financial services | 13 | 17 | -19.5% | |||
Other digital services | 68 | 47 | 44.7% | |||
Operating expenses | 258 | 194 | 32.7% | |||
Adjusted EBITDA | 180 | 195 | -7.5% | |||
Adjusted EBITDA margin | 41.1% | 50.0% | -8.9% | |||
RESULTS OF OPERATIONS IN KZT
Six months ended June 30, | ||||||
In millions of KZT (except as indicated) | 2026 | 2025 | 2026-2025 change % | |||
Total revenue | 212,980 | 199,192 | 6.9% | |||
Telecommunication and infrastructure | 173,419 | 166,553 | 4.1% | |||
Digital of which: | ||||||
Digital financial services | 6,535 | 8,536 | -23.4% | |||
Other digital services | 33,026 | 24,103 | 37.0% | |||
Other operating income | 68 | 16 | 325.0% | |||
Operating expenses | 125,460 | 99,300 | 26.3% | |||
Adjusted EBITDA | 87,588 | 99,908 | -12.3% | |||
Adjusted EBITDA margin | 41.1% | 50.2% | -9.0% | |||
SELECTED PERFORMANCE INDICATORS FOR MOBILE BUSINESS
Six months ended June 30, | ||||||
2026 | 2025 | 2026-2025 change % | ||||
Customers in millions | 11.7 | 11.7 | -0.1% | |||
- of which mobile data (millions) | 9.9 | 10.1 | -1.7% | |||
ARPU in US$ | 4.8 | 4.7 | 3.3% | |||
ARPU in KZT | 2,337.1 | 2,382.8 | -1.9% | |||
REVENUE
In Kazakhstan, revenue increased by 12.6% in US$ reporting currency terms, and increased by 6.9% in local currency terms for
the six-month period ended June 30, 2026 compared to the six-month period ended June 30, 2025. The increase in local
currency terms was primarily due to higher telecommunications and infrastructure revenues, alongside increased device sales,
partially offset by impact of the increase in the standard VAT rate from 12% to 16%, effective January 2026. Revenue growth in
US$ terms exceeded the local currency growth, reflecting the appreciation of the local currency against the US$ during the
period.
ADJUSTED EBITDA
In Kazakhstan, adjusted EBITDA decreased by 7.5% in US$ reporting currency terms and by 12.3% in local currency terms for
the six-month period ended June 30, 2026 compared to the six-month period ended June 30, 2025. The decrease in local
currency terms is primarily due to higher services costs, commercial costs, higher personnel costs and marketing spend.
SELECTED PERFORMANCE INDICATORS
As of June 30, 2026, we had 11.7 million mobile customers in Kazakhstan, unchanged from the prior year.
In Kazakhstan, mobile ARPU increased by 3.3% in US$ reporting currency terms and decreased by 1.9% in local currency terms
for the six-month period ended June 30, 2026 compared to the six-month period ended June 30, 2025. The decline in local
currency ARPU was primarily driven by lower mobile service revenue usage. ARPU growth in US$ terms, despite the decrease in
local currency terms, was a result of the appreciation of the local currency against the US$ during the period.
UZBEKISTAN
RESULTS OF OPERATIONS IN US$
Six months ended June 30, | ||||||
In millions of U.S. dollars (except as indicated) | 2026 | 2025 | 2026-2025 change % | |||
Total revenue | 166 | 147 | 12.9% | |||
Telecommunication and infrastructure | 140 | 127 | 9.9% | |||
Digital of which: | ||||||
Digital financial services | 10 | 5 | 95.0% | |||
Other digital services | 16 | 15 | 8.0% | |||
Other operating income | — | — | 0.0% | |||
Operating expenses | 105 | 91 | 15.4% | |||
Adjusted EBITDA | 61 | 56 | 8.7% | |||
Adjusted EBITDA margin | 36.5% | 37.9% | -1.4% | |||
RESULTS OF OPERATIONS IN UZS
Six months ended June 30, | ||||||
In millions of UZS (except as indicated) | 2026 | 2025 | 2026-2025 change % | |||
Total revenue | 2,009,879 | 1,896,950 | 6.0% | |||
Telecommunication and infrastructure | 1,691,604 | 1,639,495 | 3.2% | |||
Digital of which: | ||||||
Digital financial services | 128,072 | 69,903 | 83.2% | |||
Other digital services | 190,203 | 187,552 | 1.4% | |||
Other operating income | 810 | 1,689 | -52.0% | |||
Operating expenses | 1,277,241 | 1,179,718 | 8.4% | |||
Adjusted EBITDA | 733,448 | 718,921 | 2.0% | |||
Adjusted EBITDA margin | 36.5% | 37.9% | -1.4% | |||
SELECTED PERFORMANCE INDICATORS FOR MOBILE BUSINESS
Six months ended June 30, | ||||||
2026 | 2025 | 2026-2025 change % | ||||
Customers in millions | 7.7 | 7.9 | -2.6% | |||
- of which mobile data (millions) | 6.6 | 7.0 | -5.8% | |||
ARPU in US$ | 3.4 | 3.0 | 14.4% | |||
ARPU in UZS | 41,220.4 | 38,372.7 | 7.4% | |||
REVENUE
In Uzbekistan, revenue increased by 12.9% in US$ reporting currency terms and 6.0% in local currency terms for six-month
period ended June 30, 2026 compared to six-month period ended June 30, 2025. The increase in local currency terms is
primarily due to repricing, higher digital financial services revenue, and higher sale of devices. The increase in period-over-period
revenue in US$ terms, as compared to the local currency growth, was impacted by the appreciation of the local currency against
US$ during the period.
ADJUSTED EBITDA
In Uzbekistan, adjusted EBITDA increased by 8.7% in US$ reporting currency terms and 2.0% in local currency terms for the six-
month period ended June 30, 2026 compared to the six-month period ended June 30, 2025. The increase in local currency terms
is primarily driven by higher revenue contribution, partly offset by higher personnel costs and service costs.
SELECTED PERFORMANCE INDICATORS
As of June 30, 2026, we had 7.7 million mobile customers in our Uzbekistan segment representing a decrease of 2.6%
compared to June 30, 2025. This was primarily due to the increased competition in the market and focus on high-value customer
retention.
In Uzbekistan, mobile ARPU increased by 14.4% in US$ reporting currency terms and 7.4% in local currency terms for the six-
month period ended June 30, 2026 compared to the six-month period ended June 30, 2025, primarily due to growth in mobile
data usage and a focus on retaining high-value customers. Revenue growth in US$ terms exceeded local currency growth,
reflecting the appreciation of the local currency against the US$ during the period.
BANGLADESH
RESULTS OF OPERATIONS IN US$
Six months ended June 30, | ||||||
In millions of U.S. dollars (except as indicated) | 2026 | 2025 | 2026-2025 change % | |||
Total revenue | 236 | 228 | 3.7% | |||
Telecommunication and infrastructure | 205 | 222 | -7.2% | |||
Digital of which: | ||||||
Other digital services | 31 | 6 | 380.2% | |||
Operating expenses | 140 | 102 | 37.8% | |||
Adjusted EBITDA | 96 | 126 | -24.0% | |||
Adjusted EBITDA margin | 40.5% | 55.2% | -14.7% | |||
RESULTS OF OPERATIONS IN BDT
Six months ended June 30, | ||||||
In millions of BDT (except as indicated) | 2026 | 2025 | 2026-2025 change % | |||
Total revenue | 28,962 | 27,721 | 4.5% | |||
Telecommunication and infrastructure | 25,216 | 26,946 | -6.4% | |||
Digital of which: | ||||||
Other digital services | 3,746 | 775 | 383.6% | |||
Operating expenses | 17,234 | 12,404 | 38.9% | |||
Adjusted EBITDA | 11,728 | 15,317 | -23.4% | |||
Adjusted EBITDA margin | 40.5% | 55.3% | -14.8% | |||
SELECTED PERFORMANCE INDICATORS FOR MOBILE BUSINESS
Six months ended June 30, | ||||||
2026 | 2025 | 2026-2025 change % | ||||
Customers in millions | 35.0 | 34.8 | 0.4% | |||
- of which mobile data (millions) | 21.9 | 21.9 | 0.0% | |||
ARPU in US$ | 1.1 | 1.1 | 5.1% | |||
ARPU in BDT | 136.7 | 129.0 | 6.0% | |||
REVENUE
In Bangladesh, revenue increased by 3.7% in US$ reporting currency terms and by 4.5% in local currency terms for the six-
month period ended June 30, 2026 compared to the six-month period ended June 30, 2025. The increase in local currency terms
was primarily driven by significantly higher contribution from digital services partly offset by lower data and voice usage. U.S.
dollar terms growth was slightly impacted by the depreciation of the local currency against US$ during the period.
ADJUSTED EBITDA
In Bangladesh, adjusted EBITDA decreased by 24.0% in US$ reporting currency terms and by 23.4% in local currency terms for
the six-month period ended June 30, 2026 compared to the six-month period ended June 30, 2025. This local currency decrease
was primarily driven by the release of a minimum tax provision due to change in local tax law and release of a one-time provision
related to fees payable to the Bangladesh Telecommunication Regulatory Commission in the same period last year which was
partially offset by higher revenues.
SELECTED PERFORMANCE INDICATORS
As of June 30, 2026, we had 35 million mobile customers in our Bangladesh segment representing a slight increase of 0.4%
compared to June 30, 2025.
In Bangladesh, mobile ARPU is consistent in US$ reporting currency terms and increased by 6% in local currency terms for the
six-month period ended June 30, 2026 compared to the six-month period ended June 30, 2025. This increase in local currency
terms is due to an emphasis on the data-focused user base after shedding low-usage subscribers.
LIQUIDITY AND CAPITAL RESOURCES
WORKING CAPITAL
As of June 30, 2026, we had negative working capital of US$124 million, compared to negative working capital of US$319 million
as of December 31, 2025. Working capital is defined as current assets less current liabilities.
The change of net working capital compared to December 31, 2025 was primarily due to an increase in our current asset base of
US$592 million along with the increase in our current liabilities base amounting to US$397 million as of June 30, 2026. The
change in working capital is primarily driven by the proceeds from the 2026 bond issuance.
Our working capital is monitored on a regular basis by our management. Our management expects to repay our debt as it
becomes due from our operating cash flows, cash on our balance sheet or through additional borrowings. Although we have
negative working capital, our management believes that our cash balances and available undrawn credit facilities are sufficient to
meet our short-term cash requirements.
BORROWINGS
As of June 30, 2026, borrowings amounted to US$3,506 million (December 31, 2025: US$3,143 million), of which the principal
amounts of our external indebtedness represented by bank loans and bonds amounted to US$3,429 million, compared to
US$3,049 million as of December 31, 2025. In addition, we had US$77 million (December 31, 2025: US$94 million) outstanding
related to long-term capex accounts payable.
As of June 30, 2026, VEON had the following principal amounts outstanding for interest-bearing loans and bonds as well as
overdrawn bank accounts:
Entity | Type of debt/ original lenders | Interest rate | Debt currency | Outstanding debt (mln) | Outstanding debt (USD mln) | Maturity date |
VEON MidCo B.V. | Syndicated Loan Facility | 3M Term SOFR + 4.25% | USD | 210 | 210 | 03.29.2027 |
VEON MidCo B.V. | Notes | 3.3750% | USD | 125 | 125 | 11.25.2027 |
VEON MidCo B.V. | Notes | 9.0000% | USD | 200 | 200 | 07.15.2029 |
VEON MidCo B.V. | Notes | 6.9500% | USD | 700 | 700 | 06.01.2031 |
VEON MidCo B.V. | Notes | 7.4500% | USD | 700 | 700 | 06.01.2033 |
legacy notes, subject to potential conversion in new notes, but for which no further payments are due | ||||||
VEON MidCo B.V. | Legacy notes, no payments due, subject to potential conversion | 3.3750% | USD | 69 | 69 | 11.25.2027 |
TOTAL VEON HQ | 2,004 | |||||
JazzWorld | Syndicated Loan Facility | 6M KIBOR + 0.55% | PKR | 4,231 | 15 | 09.02.2026 |
JazzWorld | Loan from Habib Bank Limited | 6M KIBOR + 0.55% | PKR | 1,796 | 6 | 09.02.2026 |
JazzWorld | Syndicated Loan Facility | 6M KIBOR + 0.55% | PKR | 7,500 | 27 | 05.18.2028 |
JazzWorld | Syndicated Loan Facility | 3M KIBOR + 0.60% | PKR | 28,750 | 103 | 07.05.2031 |
JazzWorld | Loan from United Bank Limited | 3M KIBOR + 0.55% | PKR | 2,500 | 9 | 05.18.2028 |
JazzWorld | Syndicated Loan Facility | 6M KIBOR + 0.60% | PKR | 40,000 | 144 | 04.19.2032 |
JazzWorld | Loan from United Bank Limited | 6M KIBOR + 0.60% | PKR | 5,000 | 18 | 05.15.2034 |
JazzWorld | Loan from National Bank of Pakistan | 6M KIBOR + 0.60% | PKR | 5,000 | 18 | 05.15.2034 |
JazzWorld | Loan from Meezan Bank Limited | 6M KIBOR + 0.60% | PKR | 5,000 | 18 | 05.15.2034 |
JazzWorld | Syndicated Loan Facility | 6M KIBOR + 0.60% | PKR | 75,000 | 270 | 05.24.2034 |
JazzWorld | Loan from Habib Bank Limited | 6M KIBOR + 0.60% | PKR | 5,000 | 18 | 04.30.2035 |
JazzWorld | Loan from Bank Alfalah Limited | 6M KIBOR + 0.60% | PKR | 5,000 | 18 | 04.30.2035 |
JazzWorld | Loan from Faysal Bank Limited | 6M KIBOR + 0.60% | PKR | 15,000 | 54 | 05.18.2035 |
JazzWorld | Loan from Meezan Bank Limited | 6M KIBOR + 0.60% | PKR | 13,500 | 49 | 05.22.2035 |
JazzWorld | Loan from Askari Bank Limited | 6M KIBOR + 0.60% | PKR | 3,500 | 13 | 05.29.2035 |
TOTAL Jazzworld Pakistan Limited | 780 | |||||
Kyivstar Holdings B.V. | Legacy notes, no payments due, subject to potential conversion | 0.0000% | USD | 12 | 12 | 04.09.2027 |
Kyivstar Holdings B.V. | Legacy notes, no payments due, subject to potential conversion | 0.0000% | RUB | 1,139 | 14 | 06.18.2027 |
TOTAL Kyivstar Holdings B.V. | 26 | |||||
Banglalink | Syndicated Loan Facility | Average bank deposit rate + 4.25% | BDT | 2550 | 21 | 04.26.2027 |
Banglalink | Syndicated Loan Facility | 7% to 12% | BDT | 4,220 | 34 | 11.25.2028 |
Other | Short Term Facilities and Other | 215 | ||||
TOTAL Banglalink Digital Communications Ltd. | 270 | |||||
Unitel LLC | JSCB “TBC Bank” | 22.0000% - 23.0000% | UZS | 360,000 | 30 | 12.20.2030 |
Unitel LLC | Infinbank | 21.4900% | UZS | 188,871 | 16 | 12.29.2029 |
Unitel LLC | AKIB Ipoteka Bank | 22.0000% | UZS | 200,000 | 17 | 03.12.2031 |
Unitel LLC | Other | 53 | ||||
TOTAL Unitel LLC. | 116 | |||||
KaR-Tel | Loan from Forte Bank | 17.2500% - 20.5000 % | KZT | 24,126 | 50 | 01.29.2030 |
KaR-Tel | Loan from Forte Bank | 7.8000% | CNY | 108 | 16 | 04.14.2029 |
KaR-Tel | Loan from NurBank | 15.5000% - 16.5000 % | KZT | 15,123 | 31 | 09.28.2029 |
KaR-Tel | Loan from Bank RBK JSC | 20.5000% | KZT | 15,000 | 31 | 10.24.2030 |
KaR-Tel | Other | 86 | ||||
TOTAL KaR-Tel Limited Liability Partnership. | 214 | |||||
Other entities | Overdrawn accounts and other | 19 | ||||
Total VEON | 3,429 | |||||
* The table does not include long-term capex accounts payable of US$77 million.
VEON's contractual obligations primarily relate to capital commitments for property, plant, and equipment and intangible assets,
bank loans and bonds, as well as lease liabilities. We did not have any off-balance sheet arrangements that had or are
reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenue or expenses,
results of operations, liquidity, capital expenditures or capital resources, in each case that are material to investors.
INTERIM CONSOLIDATED CASH FLOW SUMMARY
Six-month period ended June 30, | ||
(In millions of U.S. dollars) | 2026 | 2025 |
Net cash flows from operating activities | 860 | 569 |
Net cash flows used in investing activities | (654) | (318) |
Net cash flows from / (used in) financing activities | 246 | (667) |
Net Increase / (decrease) in cash and cash equivalents | 452 | (416) |
Net foreign exchange difference | 9 | 2 |
Cash and cash equivalents classified as held for sale at the beginning of the period | — | 14 |
Cash and cash equivalents classified as held for sale at the end of the period | — | (6) |
Cash and cash equivalents at beginning of period, net of overdraft | 1,732 | 1,688 |
Cash and cash equivalents at end of period, net of overdraft | 2,193 | 1,282 |
For more details, see the interim condensed consolidated statement of cash flows in the unaudited interim condensed
consolidated financial statements attached hereto.
OPERATING ACTIVITIES
During the six-month period ended June 30, 2026, net cash flows from operating activities increased to US$860 million from
US$569 million during the six-month period ended June 30, 2025. The movement in operating activities mainly relates to the
positive movement in working capital changes increased net profit before tax after non-cash adjustments and lower tax outflows.
INVESTING ACTIVITIES
During the six-month period ended June 30, 2026, net cash outflows for investing activities were US$654 million, compared to
US$318 million for the six-month period ended June 30, 2025. The prior comparative period benefited from proceeds from the
sale of Deodar, which were partially offset by the acquisition of Uklon. In the current period, net outflows increased primarily due
to the absence of proceeds from the Sale of Deodar, combined with acquisition related cash outflows for Tabletki, Shtorm, and
six solar power plants.
Acquisitions and Disposals
For information regarding our acquisitions and disposals, see Note 5 - Significant transactions, Note 6 - Property and Equipment
and Note 7 - Intangible Assets to the unaudited interim condensed consolidated financial statements attached hereto.
FINANCING ACTIVITIES
During the six-month period ended June 30, 2026, net cash inflows from financing activities were US$246 million compared to
net cash outflows of US$667 million during the six-month period ended June 30, 2025. We raised US$1,606 million, net of fees
(2025: US$562 million) and repaid US$1,318 million (2025: US$1,055 million) under various debt facilities and leases.
For information regarding changes to our debt portfolio during the six-month period ended June 30, 2026, see Note 8 -
Investments, debt and derivatives to the unaudited interim condensed consolidated financial statements attached hereto.
FUTURE LIQUIDITY AND CAPITAL REQUIREMENTS
During the six-month period ended June 30, 2026, our capital expenditures excluding licenses and right-of-use assets (“CAPEX
exc. licenses and ROU”) were US$336 million compared to US$365 million in the six-month period ended June 30, 2025. The
decrease was primarily due to phasing of capex spend. Our capex spend continues to focus on network modernization and new
investments in high-speed networks and acceleration in the network deployment program.
We expect 2026 CAPEX, exc. licenses and ROU, to be primarily allocated to investments in high-speed data networks to support
mobile data growth, including the continued rollout of 4G/LTE networks in Bangladesh, Pakistan, Kazakhstan, and Ukraine. We
expect these expenditures to continue to be significant throughout the remainder of 2026. While our medium-term plan for
CAPEX, exc. licenses and ROU is to invest in new 5G preparations in Pakistan and high-speed data networks to continue to
capture mobile data growth, including the continued roll-out of 4G/LTE networks in Pakistan, Ukraine and Bangladesh.
Management anticipates that the funds necessary to meet our current and expected capital requirements in the foreseeable
future (including with respect to any possible acquisitions) will continue to come from:
•Cash we currently hold;
•Operating cash flows;
•Borrowings under syndicated bank financings, including credit lines currently available to us; and
•Issuances of debt securities on local and international capital markets, with international capital markets expected to be
reestablished as a viable funding source.
VEON’s principal sources of liquidity include cash generated from operations, cash and cash equivalents on hand, access to
local and international debt capital markets and bank financing arrangements. The Group has continued to demonstrate access
to both local banking markets and international capital markets, including through its recent debt issuances. Syndicated and
bilateral bank facilities also provide an important and complementary source of liquidity.
Despite the impact of the war in Ukraine, the Group’s ability to generate cash flows and service its indebtedness has not been
materially affected to date, supported by the strong performance and cash generation of its other operating markets. VEON Ltd.
relies principally on dividends, distributions, intercompany loan repayments and other transfers from its subsidiaries to meet its
obligations. The ability of its subsidiaries to transfer funds may be affected by their operating performance, local liquidity
requirements, foreign exchange controls, regulatory and contractual restrictions, sanctions-related considerations and other legal
or economic factors.
The availability and cost of external financing depend on a number of factors, including the Group’s operating and financial
performance, prevailing market conditions, contractual restrictions, the financial position and risk appetite of international and
local lenders, applicable sanctions and compliance considerations, and the overall liquidity and stability of capital markets. VEON
has maintained access to the international debt capital markets. On June 1, 2026, the Group issued US$700 million aggregate
principal amount of 6.95% senior notes due 2031 and US$700 million aggregate principal amount of 7.45% senior notes due
2033. The coupons on these issuances were below the 9.00% coupon on the Group’s US$200 million private placement
completed on July 15, 2025, although the respective instruments have different maturities, structures and market conditions.
Recent geopolitical developments in the Middle East have contributed to longer execution timelines for certain prospective bank
financing arrangements. The availability, timing, size and pricing of any such financing remain subject to market conditions,
lender approvals, satisfactory documentation and other customary conditions, and there can be no assurance that such financing
will be completed on the terms currently contemplated or at all. However, current indications suggest that funding costs should
nevertheless remain more attractive than those of the Group’s existing facilities.
The Group’s ability to raise additional capital, and the cost of such capital, may also be influenced by its credit ratings. VEON’s
ratings take into account both its standalone credit characteristics and the sovereign and transfer-and-convertibility risks
associated with the markets in which it operates. The Group’s operating performance, cash generation, financial policies and
liquidity position are among the factors considered by the rating agencies in their assessments.
While VEON's ratings remain constrained by the sovereign rating ceilings of the markets in which it operates, the Group has
consistently delivered strong operational performance, enabling it to achieve ratings that are two notches above the relevant
sovereign ratings, the highest uplift typically attainable under the applicable rating methodologies. This provides external
validation of the strength of VEON’s standalone credit profile.
The Group continues to review its capital structure, liquidity position and debt maturity profile and may, subject to market
conditions, seek to raise additional financing, refinance or repay existing indebtedness, or undertake debt repurchases or other
liability-management transactions.
As of June 30, 2026, VEON had approximately US$968 million of cash held at the level of its headquarters (“HQ”), which was
deposited with international banks and invested in money market funds, and which is fully accessible at HQ. In addition, VEON’s
operating companies had a total cash position equivalent to US$1,225 million of which US$509 million related to banking
operations in Pakistan.
Below is the reconciliation of capital expenditures (excluding licenses and right-of-use assets) to cash flows used for purchases
of property, plant and equipment and intangible assets:
Six-month period ended June 30, | ||
(In millions of U.S. dollars) | 2026 | 2025 |
Cash outflows for the purchase of property, plant and equipment and intangible assets | 477 | 424 |
Adjusted for: | ||
Cash outflow for purchase of licenses | — | (1) |
Difference in timing between accrual and payment for capital expenditures (excluding licenses and right-of- use assets) | (141) | (58) |
Capital expenditures (excluding licenses and right-of-use assets) * | 336 | 365 |
*Refer to Note 2 - Segment information of the unaudited interim condensed consolidated financial statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk from adverse movements in foreign currency exchange rates and changes in interest rates on our
obligations.
As of June 30, 2026, the currency exposure risks for our Group were in relation to the Pakistani rupee, the Bangladeshi taka, the
Ukrainian hryvnia, the Kazakh tenge and the Uzbekistani som, because the majority of our cash flows from operating activities in
Pakistan, Bangladesh, Ukraine, Kazakhstan and Uzbekistan are denominated in each of these functional currencies,
respectively, while our debt, if not incurred in or hedged to the functional currencies, is primarily denominated in US$.
As of June 30, 2026, we held approximately 56% of our cash and bank deposits in US$, compared to 48% as of June 30, 2025,
in order to hedge against the risk of functional currency devaluation. To reduce balance sheet currency mismatches, we hold part
of our debt in Pakistani rupee, Bangladeshi taka and other currencies, as well as selectively enter into foreign exchange
derivatives. Nonetheless, if the US$ value of the Bangladeshi taka, Pakistani rupee, Uzbekistani som, Ukrainian hryvnia or the
Kazakh tenge were to dramatically decline, it could negatively impact our ability to repay or refinance our US$ denominated
indebtedness and could adversely affect our financial condition and results of operations.
In accordance with our policies, we do not enter into any treasury transactions of a speculative nature. Our treasury function has
developed risk management policies that establish guidelines for limiting foreign currency exchange rate risk.
As of June 30, 2026, 70% of our Group’s total debt was fixed rate debt.
Unaudited interim condensed
consolidated financial statements
VEON Ltd.
As of and for the six and three-month periods
ended June 30, 2026
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 1 |
TABLE OF CONTENTS
Interim condensed consolidated income statement | 2 | |
Interim condensed consolidated statement of comprehensive income | 3 | |
Interim condensed consolidated statement of financial position | 4 | |
Interim condensed consolidated statement of changes in equity | 5 | |
Interim condensed consolidated statement of cash flows | 7 | |
General information about the Group | 8 | |
1 | General information | 8 |
Operating activities of the Group | 10 | |
2 | Segment information | 10 |
3 | Share-based payments | 13 |
4 | Income taxes | 15 |
Investing activities of the Group | 16 | |
5 | Significant transactions | 16 |
6 | Property and equipment | 24 |
7 | Intangible assets | 25 |
Financing activities of the Group | 26 | |
8 | Investments, debt and derivatives | 26 |
9 | Cash and cash equivalents | 31 |
10 | Issued capital | 32 |
11 | Dividends paid and proposed | 33 |
Additional information | 34 | |
12 | Related parties | 34 |
13 | Risks, commitments, contingencies and uncertainties | 35 |
14 | Events after the reporting period | 35 |
15 | Basis of preparation of the interim condensed consolidated financial statements | 36 |
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 2 |
INTERIM CONDENSED CONSOLIDATED INCOME STATEMENT
for the six and three-month periods ended June 30:
Six-month period | Three-month period | |||||||||
(In millions of U.S. dollars, except per share amounts) | Note | 2026 | 2025 | 2026 | 2025 | |||||
Revenue * | 2 | |||||||||
Cost of services, equipment and accessories * | ( | ( | ( | ( | ||||||
Selling, general and administrative expenses | ( | ( | ( | ( | ||||||
Depreciation | 6 | ( | ( | ( | ( | |||||
Amortization | 7 | ( | ( | ( | ( | |||||
Impairment loss | ( | ( | ( | ( | ||||||
Gain on disposal of non-current assets | ||||||||||
Gain on disposal of subsidiaries, net | 5 | |||||||||
Other operating income | ||||||||||
Operating profit | ||||||||||
Finance costs | ( | ( | ( | ( | ||||||
Finance income | ||||||||||
Other non-operating (loss)/ gain, net | 8 | ( | ( | |||||||
Net foreign exchange gain/ (loss) | ( | ( | ( | |||||||
Profit before tax | ||||||||||
Income taxes | 4 | ( | ( | ( | ( | |||||
Profit for the period | ||||||||||
Attributable to: | ||||||||||
The owners of the parent | ||||||||||
Non-controlling interest | ||||||||||
Basic and diluted earnings per share attributable to ordinary equity holders of the parent | $ | $ | $ | $ | ||||||
Weighted average common shares outstanding: | ||||||||||
for basic earnings per share (in millions) | ||||||||||
for diluted earnings per share (in millions) | ||||||||||
* Certain prior period comparatives have been reclassified to conform with the current year presentation.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 3 |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the six and three-month periods ended June 30:
Six-month period | Three-month period | |||||||||
(In millions of U.S. dollars) | Note | 2026 | 2025 | 2026 | 2025 | |||||
Profit for the period | ||||||||||
Items that may be reclassified to profit or loss | ||||||||||
Foreign currency translation | ( | ( | ( | |||||||
Reclassification of accumulated foreign currency translation reserve to income statement upon disposal of subsidiary | 5 | ( | ( | ( | ( | |||||
Net loss on cash flow hedges | ( | |||||||||
Items that will not be reclassified to profit or loss | ||||||||||
Fair value re-measurement of financial instruments | ( | ( | ||||||||
Other | ||||||||||
Other comprehensive loss for the period, net of tax | ( | ( | ( | ( | ||||||
Total comprehensive income for the period, net of tax | ||||||||||
Attributable to: | ||||||||||
The owners of the parent | ||||||||||
Non-controlling interest | ||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 4 |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as of:
(In millions of U.S. dollars) | Note | June 30, 2026 | December 31, 2025 | |||
Assets | ||||||
Non-current assets | ||||||
Property and equipment | 6 | |||||
Intangible assets | 7 | |||||
Investments and derivatives | 8 | |||||
Deferred tax assets | ||||||
Loans to customers * | ||||||
Other assets * | ||||||
Total non-current assets | ||||||
Current assets | ||||||
Inventories | ||||||
Trade and other receivables * | ||||||
Investments and derivatives | 8 | |||||
Current income tax assets | ||||||
Loans to customers * | ||||||
Other assets | ||||||
Cash and cash equivalents | 9 | |||||
Total current assets | ||||||
Total assets | ||||||
Equity and liabilities | ||||||
Equity | ||||||
Equity attributable to equity owners of the parent | ||||||
Non-controlling interest | ||||||
Total equity | ||||||
Non-current liabilities | ||||||
Debt and derivatives | 8 | |||||
Provisions | ||||||
Deferred tax liabilities | ||||||
Other liabilities | ||||||
Total non-current liabilities | ||||||
Current liabilities | ||||||
Trade and other payables | ||||||
Debt and derivatives | 8 | |||||
Provisions | ||||||
Current income tax payables | ||||||
Other liabilities | ||||||
Total current liabilities | ||||||
Liabilities associated with assets held for sale | 5 | |||||
Total equity and liabilities |
* Certain prior period comparatives have been reclassified to conform with the current year presentation.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 5 |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the six-month period ended June 30, 2026:
Attributable to equity owners of the parent | ||||||||||||||||||||
(In millions of U.S. dollars) | Note | Number of shares outstanding | Issued capital | Capital Surplus | Other capital reserves | Accumulated deficit | Foreign currency translation | Total | Non- controlling interest | Total equity | ||||||||||
As of December 31, 2025 | ( | ( | ( | |||||||||||||||||
Profit for the period | — | — | — | — | — | |||||||||||||||
Transfer from OCI to income statement on disposal of subsidiary | 5 | — | — | — | — | — | ( | ( | — | ( | ||||||||||
Other comprehensive loss | — | — | — | ( | — | ( | ( | ( | ( | |||||||||||
Total comprehensive income / (loss) | — | — | — | ( | ( | |||||||||||||||
Share repurchases | 10 | ( | — | — | ( | — | — | ( | — | ( | ||||||||||
Sale of non-controlling interest | 8 | — | — | — | ( | — | ||||||||||||||
Share issuance under ADG resolution | 8 | — | — | — | — | — | ||||||||||||||
Share-based payments and others | 3 | — | — | — | — | — | ||||||||||||||
As of June 30, 2026 | ( | ( | ( | |||||||||||||||||
for the six-month period ended June 30, 2025:
Attributable to equity owners of the parent | ||||||||||||||||||||
(In millions of U.S. dollars) | Note | Number of shares outstanding | Issued capital | Capital Surplus | Other capital reserves | Accumulated deficit | Foreign currency translation | Total | Non- controlling interest | Total equity | ||||||||||
As of December 31, 2024 | ( | ( | ( | |||||||||||||||||
Profit for the period | — | — | — | — | — | |||||||||||||||
Transfer from OCI to income statement on disposal of subsidiary | 5 | — | — | — | — | — | ( | ( | — | ( | ||||||||||
Other comprehensive income | — | — | — | — | — | |||||||||||||||
Total comprehensive income / (loss) | — | — | — | ( | ||||||||||||||||
Share repurchases | 10 | ( | — | — | ( | — | — | ( | — | ( | ||||||||||
Share-based payments and others | 3 | — | — | — | — | — | — | |||||||||||||
As of June 30, 2025 | ( | ( | ( | |||||||||||||||||
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 6 |
for the three-month period ended June 30, 2026:
Attributable to equity owners of the parent | ||||||||||||||||||||
(In millions of U.S. dollars) | Note | Number of shares outstanding | Issued capital | Capital Surplus | Other capital reserves | Accumulated deficit | Foreign currency translation | Total | Non- controlling interest | Total equity | ||||||||||
As of April 1, 2026 | ( | ( | ( | |||||||||||||||||
Profit for the period | — | — | — | — | — | |||||||||||||||
Transfer from OCI to income statement on disposal of subsidiary | 5 | — | — | — | — | — | ( | ( | — | ( | ||||||||||
Other comprehensive income / (loss) | — | — | — | — | ( | ( | ( | ( | ||||||||||||
Total comprehensive income / (loss) | — | — | — | ( | ||||||||||||||||
Share repurchases | ( | — | — | ( | — | — | ( | — | ( | |||||||||||
Share-based payments and others | 3 | — | — | — | — | — | ||||||||||||||
As of June 30, 2026 | ( | ( | ( | |||||||||||||||||
for the three-month period ended June 30, 2025:
Attributable to equity owners of the parent | ||||||||||||||||||||
(In millions of U.S. dollars) | Note | Number of shares outstanding | Issued capital | Capital Surplus | Other capital reserves | Accumulated deficit | Foreign currency translation | Total | Non- controlling interest | Total equity | ||||||||||
As of April 1, 2025 | ( | ( | ( | |||||||||||||||||
Profit for the period | — | — | — | — | — | |||||||||||||||
Transfer from OCI to income statement on disposal of subsidiary | — | — | — | — | — | ( | ( | — | ( | |||||||||||
Other comprehensive income / (loss) | — | — | — | — | ( | ( | ( | ( | ||||||||||||
Total comprehensive income / (loss) | — | — | — | ( | ||||||||||||||||
Share repurchases | 10 | ( | — | — | ( | — | — | ( | — | ( | ||||||||||
Share-based payments and others | 3 | — | — | — | — | — | — | |||||||||||||
As of June 30, 2025 | ( | ( | ( | |||||||||||||||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 7 |
INTERIM CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
for the six-month period ended June 30:
Six-month period | ||||||
(In millions of U.S. dollars) | Note | 2026 | 2025 | |||
Operating activities | ||||||
Profit before tax | ||||||
Non-cash adjustments to reconcile profit before tax to net cash flows | ||||||
Depreciation, amortization and impairment loss | ||||||
Gain on disposal of non-current assets | ( | |||||
Gain on disposal of subsidiaries, net | ( | ( | ||||
Finance costs | ||||||
Finance income | ( | ( | ||||
Other non-operating loss/ (gain), net | ( | |||||
Net foreign exchange (gain)/ loss | ( | |||||
Changes in trade and other receivables and prepayments | ( | ( | ||||
Changes in inventories | ( | |||||
Changes in trade and other payables | ||||||
Changes in provisions, pensions and other | ||||||
Interest paid | ( | ( | ||||
Interest received | ||||||
Income tax paid | ( | ( | ||||
Net cash flows from operating activities | ||||||
Investing activities | ||||||
Purchase of property, plant and equipment | ( | ( | ||||
Purchase of intangible assets | ( | ( | ||||
Payment / (receipt) on deposits | ( | |||||
Investment (in)/ receipts from financial assets | ( | |||||
Acquisition of subsidiaries, net of cash acquired | 5 | ( | ( | |||
Proceeds from sales of subsidiaries, net of cash | 5 | |||||
Proceeds from sales of property, plant and equipment | ||||||
Outflows on loans granted | ( | ( | ||||
Net cash used in investing activities | ( | ( | ||||
Financing activities | ||||||
Proceeds from borrowings, net of fees paid * | ||||||
Repayment of debt *** | ( | ( | ||||
Repayment of lease liabilities *** | ( | ( | ||||
Proceeds from sale of non-controlling interest | 8 | |||||
Share repurchases | 10 | ( | ( | |||
ADG resolution | 8 | ( | ||||
Net cash flows from / (used in) financing activities | ( | |||||
Net Increase / (decrease) in cash and cash equivalents | ( | |||||
Net foreign exchange difference | ||||||
Cash and cash equivalents classified as held for sale at the beginning of the period | ||||||
Cash and cash equivalents classified as held for sale at the end of the period | ( | |||||
Cash and cash equivalents at beginning of the period, net of overdrafts ** | ||||||
Cash and cash equivalents at end of the period, net of overdrafts | 9 | |||||
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 8 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
GENERAL INFORMATION ABOUT THE GROUP
1GENERAL INFORMATION
VEON Ltd. (“VEON”, the “Company” and together with its consolidated subsidiaries, the “Group” or “we”) was incorporated in
Bermuda on June 5, 2009. The registered office of VEON is Victoria Place, 31 Victoria Street, Hamilton HM 10, Bermuda.
VEON’s headquarters and the principal place of business are currently located at Unit 1703 Index Tower (East Tower), Dubai
(DIFC), the United Arab Emirates.
VEON generates revenue through the provision of comprehensive telecommunications and infrastructure services, including
voice communications, fixed broadband, and data services, as well as digital services encompassing digital financial services,
content streaming, ride-hailing platforms, digital healthcare solutions, cloud computing, and other value-added services. Products
and services may be sold separately or in bundled packages.
VEON’s American Depositary Shares (“ADS”) and common shares are listed on the NASDAQ Global Select Market
(“NASDAQ”) (and NASDAQ Capital Market prior to December 18, 2025).
The unaudited interim condensed consolidated financial statements are presented in United States dollars (“U.S. dollar” or
“US$”). In these notes, U.S. dollar amounts are presented in millions, except for share and per share (or ADS) amounts and as
otherwise indicated.
The unaudited interim condensed consolidated financial statements do not include all the information and disclosures required in
the annual consolidated financial statements and should be read in conjunction with the Group’s audited annual consolidated
financial statements as of and for the year ended December 31, 2025 as included in the Annual Report on the Form 20-F filed on
March 16, 2026 (the "2025 Form 20-F"). Certain information included in these unaudited interim condensed consolidated
financial statements was derived from the 2025 Form 20-F.
Major developments during the six-month period ended June 30, 2026
JazzWorld enters interest rate swap transactions
On January 2, 2026, JazzWorld Pakistan Limited ("JazzWorld"), formerly Pakistan Mobile Communications Limited entered into
("PKR") floating rate on its loans of PKR75 billion (US$268 ). The interest rate swaps lock in a fixed interest rate by converting the
floating rate to a fixed rate at each payment date and provide certainty over future interest cash flows, reducing exposure to
interest fluctuations. These IRS were executed in two tranches of PKR37.5 134 5 and 7 years with
fixed interest rates of 12.55 % and 12.85 %, respectively. The IRS have been designated as cash flow hedges of the variability in
cash flows attributable to the PKR floating interest rate. Refer to Note 8 - Investments, debt and derivatives for further details.
Kyivstar Group Ltd. ("KGL") secondary public offering of shares held by VEON
On January 29, 2026, VEON announced the pricing of a secondary public offering of 12,500,000 common shares of KGL, its
majority-owned subsidiary, comprising 12,100,000 shares held by VEON Amsterdam B.V., a wholly owned subsidiary of VEON
and 400,000 shares from other selling shareholders, at a public offering price of US$10.50 per share. The underwriters were
granted a 30-day option to purchase up to an additional 1,875,000 shares from the other selling shareholders at the public
offering price, less underwriting discounts and commissions.
On close of the offering on February 2, 2026, which was oversubscribed by five times, 13,975,000 common shares were sold by
VEON Amsterdam B.V., including the full exercise of the underwriters' option of 1,875,000 common shares while 400,000
common shares were sold by other selling shareholders accumulating to a total of 14,375,000 common shares. Refer to Note 8 -
Investments, debt and derivatives for further details.
VEON expands digital healthcare services with acquisition of Tabletki.ua
On February 10, 2026, VEON announced its majority owned subsidiary Kyivstar Group Ltd., had signed a definitive agreement
and completed the acquisition of 100 % of Tabletki.ua for US$161 , payable in Ukrainian hryvnia in Ukraine. Tabletki.ua is one of
Ukraine’s most widely used digital platforms for finding, comparing and reserving medicines and other products available at
Ukrainian pharmacies. The transaction closed on February 10, 2026 and was accounted for under IFRS 3. Refer to Note 5 -
Significant transactions for further details.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 9 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
VEON’s subsidiary JazzWorld secures largest allocation with 190 MHz
On March 10, 2026, VEON announced that VEON’s subsidiary JazzWorld secured the allocation of 190 MHz after a successful
mobile spectrum auction held in Pakistan by the Pakistan Telecommunication Authority, with a license term of 15 years and a
total cost of approximately US$240 . Payment for the license may be made either as a lump sum twelve months after license
issuance or over a 6‑year period, with 50 % payable after twelve months and the remaining 50 % payable over five years at
Karachi Interbank Offered Rate ("KIBOR") +3 %. During 2026, the license has been capitalized at the present value of future
payments as an intangible asset of US$209 . A corresponding liability of the same amount has also been recognized with interest
on the liability to be recognized as a finance cost in the interim condensed consolidated income statement.
VEON and JazzWorld receive competition commission of Pakistan approval for acquisition of TPL Insurance
On April 7, 2026, the Competition Commission of Pakistan approved VEON’s subsidiary, Jazz International Holding Limited
("JIHL"), to acquire up to 69.66 % of TPL Insurance Limited ("TPL Insurance") for PKR 4.15 billion (US$14.6 ) from TPL Corp. On
April 20, 2026 JIHL launched a mandatory tender offer for an additional 6.67 % at PKR 30 /share. As of June 30, 2026, the control
of TPL insurance was not transferred to JIHL. Refer to Note 14 - Events after reporting period for subsequent developments.
VEON boosts accessibility for investors by waiving depositary service fees on American Depositary Shares
On April 24, 2026, VEON announced that, effective January 1, 2026, BNY Mellon will not collect depositary service fees (“DSF”)
from investors that hold VEON’s ADS. The suspension of DSF charges for investors effectively reduces the cost of ownership by
US$0.05 per ADS per year and enhances accessibility for both existing and prospective investors.
VEON shareholders re-elect Board at 2026 AGM
VEON held its 2026 Annual General Meeting of Shareholders (the “AGM”) on May 11, 2026, During the AGM, VEON's
shareholders approved the re-election of the seven directors who served on VEON's Board in the previous term. VEON
welcomed back its founder Augie K Fabela II, Andrei Gusev, Rt. Hon. Sir Brandon Lewis CBE, Duncan Perry, 70th U.S. Secretary
of State Michael R. Pompeo, Michiel Soeting and VEON Group CEO Kaan Terzioglu to the Board. Following the AGM, the new
Board held its inaugural meeting, and re-elected VEON’s Founder Augie K Fabela II as the Chairman for a third term.
VEON expands renewable energy portfolio with acquisition of six solar power plants
On May 26, 2026, VEON announced that KGL acquired 100 % of the equity interests in six solar power plant entities consisting of
Energopostach-Plus LLC, Lightful LLC, Sunlight Generation LLC, Ternovytsia Solar LLC, Energy Space LLC and Ternovytsia
Solar Plus LLC, for cash consideration of US$70 paid to the seller. Prior to the acquisition, KGL also provided approximately
US$11 of reimbursable financial assistance to the target companies to refinance existing bank indebtedness. Refer to Note 5 -
Significant transactions for further details.
VEON closes US$ 1.4 billion bond offering, refinancing 2027 note
On June 1, 2026, VEON closed of a US$1,400 (excluding transaction fee of US$19 ) dual-tranche senior unsecured notes
offering by VEON Midco B.V., a wholly owned subsidiary of VEON. The notes were issued by VEON Midco B.V. and are
guaranteed by VEON Amsterdam B.V., a wholly owned subsidiary of VEON. The offering comprises US$700 6.95 % senior notes
due June 1, 2031 and US$700 7.45 % senior notes due June 1, 2033. The notes were admitted to trading on the Euro MTF
market of the Luxembourg Stock Exchange on June 1, 2026.
In parallel with the offering, on May 18, 2026, VEON launched a cash tender offer inviting holders of its outstanding US$1,011
US1 unamortized transaction cost) of its 3.375 % senior notes due in 2027 pursuant to the tender offer for cash amount of
US$877 (including US$2 transaction costs), resulting in a net gain on extinguishment of US$8 included in finance income on the
income statement. Refer to Note 8 - Investments, debt and derivatives for further details.
For other significant investing and financing activities during the six-month period ended June 30, 2026, refer to the sections
"Investing activities of the Group" and "Financing activities of the Group" included herein.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 10 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
OPERATING ACTIVITIES OF THE GROUP
2SEGMENT INFORMATION
Management analyzes the Company’s operating segments separately because of different economic environments and stages
of development in different geographical areas, requiring different investment and marketing strategies.
Management evaluates the performance of the Company’s segments on a regular basis, primarily based on earnings before
foreign exchange gain/ loss, finance income and costs, tax, depreciation, amortization, impairment, gain / loss on disposals of
non-current assets, other non-operating gains / losses and share of profit / loss of joint ventures and associates (“Adjusted
EBITDA”) along with assessing the capital expenditures excluding certain costs such as those for telecommunication licenses
and right-of-use assets (“CAPEX excl. licenses and ROU”). Management does not analyze assets or liabilities by reportable
segments.
Reportable segments consist of Pakistan, Ukraine, Kazakhstan, Uzbekistan and Bangladesh.
We also present our results of operations for “HQ and eliminations” and “Others” separately, although these are not
reportable segments. “HQ, eliminations and Others” represents our operations in Kyrgyzstan and transactions related to
management activities within the Group. Operations in Kyrgyzstan were sold during the year ended December 31, 2025, for
further details refer to the audited consolidated financial statements for year ended December 31, 2025.
Revenue disaggregation and other financial information by reportable segment for the six and three-month periods ended June
30, is presented in the following tables. Inter-segment transactions are not material and are made on terms which are
comparable to transactions with third parties.
For the six-month period ended June 30:
Telecommunication and infrastructure *** | Digital | Total Revenue ** | ||||||
Digital financial services * | Other digital services *** | |||||||
2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
Pakistan | ||||||||
Ukraine | ||||||||
Kazakhstan | ||||||||
Uzbekistan | ||||||||
Bangladesh | ||||||||
HQ, eliminations and Others | ||||||||
Total | ||||||||
Starting first quarter 2026, to conform with management view and presentation, revenues from our enterprise identity and
credentials management services are reported within the other digital services revenue.
* Digital financial services includes interest income of US$162 (2025: US$100 ) from loans to customers from our banking operations in Pakistan.
** Total revenue includes service revenue of US$2,430 (2025: US$2,095 ) and revenue from sale of equipment and accessories of US$42 (2025:
US$18 ).
*** Certain prior period comparatives have been reclassified to conform with the current year presentation.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 11 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
Selling, General and Administrative Expenses | Adjusted EBITDA | CAPEX exc. licenses and ROU * | ||||||
2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||
Pakistan | ||||||||
Ukraine | ||||||||
Kazakhstan | ||||||||
Uzbekistan | ||||||||
Bangladesh | ||||||||
HQ, eliminations and Others | ( | ( | ||||||
Total | ||||||||
* This includes additions on property, plant and equipment of US$392 (2025: US$783 ), intangible assets of US$293 (2025: US$58 ) after
deducting additions in licenses of US$209 (2025: US$1 ), right-of-use assets of US$108 (2025: US$454 ), and additions in the period which were
prepaid of US$32 (2025: US$21 ).
For the three-month period ended June 30:
Telecommunication and infrastructure *** | Digital | Total Revenue ** | ||||||
Digital financial services * | Other digital services *** | |||||||
2026 | 2025 | 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |
Pakistan | ||||||||
Ukraine | ||||||||
Kazakhstan | ||||||||
Uzbekistan | ||||||||
Bangladesh | ||||||||
HQ, eliminations and Others | ||||||||
Total | ||||||||
Starting first quarter 2026, to conform with management view and presentation, revenues from our enterprise identity and
credentials management services are reported within the other digital services revenue.
* Digital financial services includes interest income of US$84 (2025: US$48 ) from loans to customers from our banking operations in Pakistan.
** Total revenue includes service revenue of US$1,251 (2025: US$1,075 ) and revenue from sale of equipment and accessories of US$20 (2025:
US$12 ).
*** Certain prior period comparatives have been reclassified to conform with the current year presentation.
Selling, General and Administrative Expenses | Adjusted EBITDA | CAPEX exc. licenses and ROU * | ||||||
2026 | 2025 | 2026 | 2025 | 2026 | 2025 | |||
Pakistan | ||||||||
Ukraine | ||||||||
Kazakhstan | ||||||||
Uzbekistan | ||||||||
Bangladesh | ||||||||
HQ, eliminations and Others | ( | ( | ||||||
Total | ||||||||
* This includes additions on property, plant and equipment of US$208 (2025: US$604 ), intangible assets of US$41 (2025: US$39 ) after deducting
additions in right-of-use assets of US$41 (2025: US$407 ), right-of-use assets of nil (2025: US$1 )and additions in the period which were prepaid
of US$10 (2025: US$3 ).
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 12 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
periods ended June 30:
Six-month period | Three-month period | |||||
2026 | 2025 | 2026 | 2025 | |||
Total Adjusted EBITDA | ||||||
Adjustments to reconcile Total Adjusted EBITDA to Profit for the period | ||||||
Income taxes | ( | ( | ( | ( | ||
Net foreign exchange gain/ (loss) | ( | ( | ( | |||
Other non-operating (loss)/ gain, net | ( | ( | ||||
Finance income | ||||||
Finance costs | ( | ( | ( | ( | ||
Gain on disposal of subsidiaries, net | ||||||
Gain on disposal of non-current assets | ||||||
Impairment loss | ( | ( | ( | ( | ||
Amortization | ( | ( | ( | ( | ||
Depreciation | ( | ( | ( | ( | ||
Profit for the period | ||||||
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 13 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
3SHARE-BASED PAYMENTS
relation to all directors and employees of the Company.
Six-month period | Three-month period | |||||||
2026 | 2025 | 2026 | 2025 | |||||
Equity-settled share-based payment expense | ||||||||
Cash-settled share-based payment expense | ||||||||
Total share-based compensation expense | ||||||||
June 30, 2026 | December 31, 2025 | |
Current liability | ||
Non-current liability | ||
Total liability for share-based payments |
VEON's Umbrella Incentive Plan (“UIP”)
During the period, a total of 1,422,775 equity-settled common shares were granted to a number of participants as a part of their
LTI 2025-2027 program. Additionally, a total of 12,370,575 equity-settled common shares were granted to the participants as a
part of their LTI 2026-28 program. These awards are subject to either market performance condition tied to an absolute share
price target or non-market performance condition scorecards, The grants have a three-year
scheduled for December 31, 2027 for LTI 2025-2027 program grant and December 31, 2028 for LTI 2026-2028 program grant.
The fair value of the awards with market performance condition was determined using the Monte Carlo simulation that takes into
account the likelihood of the performance condition being satisfied.
settled share-based payment instruments with market performance conditions:
Assumptions affecting inputs to fair value model | Equity-settled |
Annual risk-free rates of return and discount rates (%) | |
Long-term dividend yield (%) | |
Volatility of share price (%) | |
Share price (p) | $ |
Additionally, a total of 766,200 equity-settled common shares and 131,200 cash-settled common shares were granted to the
eligible participants. Under this plan, participants may receive 75 % of their STI payout in cash and 25 % in the form of equity
grant, which vests immediately upon grant and a similar number of shares are matched by the Company, with a two-year vesting
period. Similarly, certain participants were also granted a total of 694,575 equity-settled common shares as a part of their 50 % of
STI 2025 converted to equity grant which vested immediately upon grant. These shares are subject to two-year restriction period.
A total of 167,375 equity-settled common shares were also granted to a group of participants. The grant had no performance or
service condition and was vested immediately upon grant.
Under the plan, a total of 1,277,300 common shares were transferred to employees during the period in respect of various
vested grants, as well as new grants awarded during the period with immediate vesting. In connection with the awards, 250,905
common shares were withheld to settle the applicable tax obligations.
VEON's Deferred Share Plan (“DSP”)
Under the plan, a total of 547,175 equity-settled and 226,198 cash-settled common shares were vested and settled with
employees during the period in respect of various vested grants. In connection with the equity-settled awards, 148,011 common
shares were withheld to settle the applicable tax obligations.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 14 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
VEON's Long-Term Incentive Plan (“LTIP”)
During the period, a total of 16,616,800 equity-settled and 3,054,766 cash-settled common shares were transferred / settled with
the employees during the period in respect of vested grants under the LTI 2023-25 program. In connection with the equity-settled
award, 2,891,175 common shares were withheld to cover applicable tax obligations.
In addition, the Remuneration Committee of VEON, approved the early vesting of an award for a former employee of 1,053,628
cash-settled common shares granted in April 2024 under the LTI 2024–2026 program. The award was originally subject to a
and was settled with the former employee in March 2026.
Share-based payments to non-employees
Refer to Note 12 - Related parties for specific disclosures related to the Impact Investments agreement.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 15 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
4INCOME TAXES
Income tax expense is the total of the current and deferred income taxes. The Group calculates the period income tax expense
using the tax rate that would be applicable to the expected total annual earnings.
Six-month period | Three-month period | ||||||
2026 | 2025 | 2026 | 2025 | ||||
Current income taxes | ( | ( | ( | ( | |||
Deferred income taxes | |||||||
Income taxes | ( | ( | ( | ( | |||
Effective tax rate | |||||||
The statutory tax rate of the ultimate parent entity, VEON Ltd., based in UAE, is 9%. Veon Ltd is currently in the process of
obtaining Qualified Free Zone Person ("QFZP") status. Upon approval, this status would entitle the entity to a 0% statutory tax
rate, compared to the standard U.A.E. corporate tax rate of 9%.
The variance between the statutory tax rate of 9% and the Group’s effective tax rate (ETR) of 31.3 % for the six-month period
ended June 30, 2026 is primarily attributable to higher tax rates in key jurisdictions where VEON operates, including Pakistan
(37%), Ukraine (18%), Kazakhstan (20%), Uzbekistan (20%) and Bangladesh (45%).
The effective tax rate increased year-on-year for both the three-month and six-month periods, primarily due to one-off items
recognized in Q2 2025 that reduced the prior-year ETR. Tax expense movements differ by period: on a six-month basis, tax
expense increased from H1 2025 to H1 2026 due to the absence of these items in the current year. On a three-month basis,
however, tax expense decreased from Q2 2025 to Q2 2026, as the impact was concentrated specifically within Q2 2025.
Global Minimum Tax
The Group falls within the scope of enacted Pillar Two legislation and has assessed its exposure to Pillar Two income taxes. No
Pillar Two tax expense or income has been recognized for the first half of 2026. The assessment of the potential exposure to
Pillar Two income taxes is based on the most recent tax filings, country-by-country reporting and financial statements for the
constituent entities in the Group. Based on the assessment, the Pillar Two effective tax rates in the majority of jurisdictions in
which the Group operates are above 15%.
As of June 30, 2026, the Group has accumulated US$8,786 of tax losses and US$390 of other tax attributes in various
jurisdictions which can be carried-forward and utilized for Pillar Two purposes in the future.
The Group has applied the International Accounting Standards (“IAS”) 12 exception to recognizing and disclosing information
about deferred tax assets and liabilities related to Pillar Two income taxes.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 16 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
INVESTING ACTIVITIES OF THE GROUP
5SIGNIFICANT TRANSACTIONS
During the six-month period ended June 30, 2026
VEON expands digital healthcare services with Acquisition of Tabletki.ua
As disclosed in Note 1 - General information, on February 10, 2026, Kyivstar Group Ltd. ("KGL"), a majority-owned subsidiary of
VEON, signed a share purchase agreement ("SPA") to acquire 100 % of the shares of MTPK LLC and its subsidiaries (together,
the "Tabletki Group") for a total consideration of US$161 upon closing of the transaction. Tabletki Group, established in 2008, is a
Ukrainian business specializing in the development and maintenance of the automated platform for searching and booking
medicines and other products from pharmacies in Ukraine. This strategic acquisition marks VEON’s expansion into digital
healthcare and pharmacy-related consumer services in line with VEON's digital operator strategy. Tabletki Group consists of
MTPK LLC, Farmel LLC, and Farma Studio LLC. The total consideration transferred amounts to US$161 , which was paid in full
in cash in Ukrainian hryvnia. The agreement was subject to customary closing conditions and approvals that were obtained on
February 10, 2026, the date the acquisition was completed. The transaction was accounted for in accordance with IFRS 3.
February 10, 2026 | |
Non-current assets | |
Intangible assets | |
Current assets | |
Cash and cash equivalents | |
Other current assets | |
Fair value of identifiable net assets | |
Goodwill resulting from acquisition | |
Purchase consideration |
The following table shows the details of cash outflow during the six-month period ended June 30, 2026:
June 30, 2026 | |
Cash outflow, net of cash acquired | |
Cash consideration | |
Less: balances acquired | |
Cash and cash equivalents | ( |
Net outflow of cash - investing activities |
The fair value of the customer base was determined to be US$61 with an estimated useful life of 12 years. The valuation of the
customer relationships was performed using the multi-period excess earnings method.
The fair value of the brands and trademarks was determined to be US$12 with an estimated useful life of 10 years. The valuation
of the brands and trademarks was performed using the relief-from-royalty method under the income approach.
The fair value of the internally developed software was determined to be US$6 with an estimated useful life of 7 years. The
valuation of the internally developed software was performed using the replacement cost approach.
The fair value of acquired other current assets related to trade and other receivables is US$1 , which approximates the gross
contractual amount, as a loss allowance is insignificant.
The goodwill recognized on the acquisition of Tabletkі Group represents the excess of the consideration transferred over the fair
value of the identifiable net assets acquired at the acquisition date.
Goodwill primarily reflects the expected synergies arising from the integration of Tabletkі Group into the Group’s operations,
including enhanced market presence in the digital healthcare ecosystem, access to established customer relationships,
expansion into new digital services, and the development and deployment of new digital devices leveraging combined
technological capabilities. These benefits do not meet the criteria for separate recognition as identifiable intangible assets.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 17 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
The recognized goodwill is not deductible for tax purposes.
There were no transactions recognized separately from the acquisition of assets and assumption of liabilities in the business
combination.
From the date of acquisition, Tabletki Group contributed US$13 of revenue and US$8 profit before tax to VEON. If the acquisition
had taken place at the beginning of the year, the contribution to revenue would have been US$16 and contribution to profit
before tax for VEON would have been US$10 .
Acquisition-related costs of US$1 are included in selling, general and administrative expenses in the interim condensed
consolidated income statement, and in operating cash flows in the interim condensed consolidated statement of cash flows.
The accounting for the acquisition of Tabletki Group remains provisional as the Company is continuing to finalize the valuation of
certain identifiable intangible assets, primarily internally developed software. As the valuation of the internally developed software
is not yet complete, the related fair values of the customer base and residual goodwill may also change because the software
represents a contributory asset in the valuation of the customer relationships. Accordingly, the amounts recognized for internally
developed software, customer relationships and goodwill remain provisional and may be revised during the IFRS 3 measurement
period as additional information becomes available about facts and circumstances that existed as of the acquisition date. The
measurement period will not exceed 12 months from the acquisition date.
During the six months ended June 30, 2026, KGL recognized measurement period adjustments related to the acquisition of
Tabletki Group in accordance with IFRS 3. These adjustments reflected additional information obtained after the acquisition date
about facts and circumstances that existed as of that date and comprised:
•an increase in purchase consideration of US$1 following the finalization of the post-closing completion accounts
adjustment mechanism; and
•an increase of US$2 in the fair value of internally developed software recognized as an identifiable intangible asset.
The corresponding adjustments were recognized retrospectively as if the accounting for the business combination had been
completed at the acquisition date, with a corresponding adjustment to goodwill.
Acquisition of ISP Shtorm LLC
On February 26, 2026, KGL acquired 100 % of the equity interests in ISP Shtorm LLC ("Shtorm"), a regional fixed broadband
internet service provider operating in Ukraine. This strategic acquisition supports VEON’s continued expansion in the fixed
broadband segment and strengthens its position in converged telecommunications services. KGL acquired 100 % of Shtorm for
total consideration of US$10 upon the closing of the transaction on February 26, 2026.
Upon completion of the transaction, US$7 of the total consideration was paid in cash, with the remaining US$3 recognized as
deferred consideration, subject to customary closing adjustments. Based on the initial purchase price allocation, the fair value of
the net assets acquired was US$4 at the acquisition date, resulting in the recognition of goodwill of US$6 , primarily attributable to
expected synergies from integrating the acquired business into VEON’s operations and the assembled workforce.
The purchase price allocation is provisional, as VEON is finalizing the valuation of certain tangible, intangible assets and
deferred tax balances. The recognized amounts are provisional and may be adjusted during the measurement period as
additional information about facts and circumstances that existed at the acquisition date becomes available.
From the acquisition date, the contribution of Shtorm to VEON’s revenue is US$1 1
VEON expands renewable energy with acquisition of six solar power plants
On May 26, 2026, VEON announced that KGL acquired 100 % of the equity interests in six solar power plant entities consisting of
Energopostach-Plus LLC, Lightful LLC, Sunlight Generation LLC, Ternovytsia Solar LLC, Energy Space LLC and Ternovytsia
Solar Plus LLC, for cash consideration of US$70 paid to the seller. Prior to the acquisition, KGL also provided approximately
US$11 of reimbursable financial assistance to the target companies to refinance existing bank indebtedness.
The acquired entities own and operate six solar power plants located in the Lviv region of Ukraine with a combined installed
generation capacity of 105 MW. The acquisition is consistent with the VEON’s strategy to expand its energy generation
capabilities and enhance energy independence through investments in renewable energy infrastructure.
The acquisition was accounted for in accordance with IFRS 3. The allocation of the purchase consideration to the identifiable
assets acquired and liabilities assumed is provisional as of June 30, 2026. VEON is in the process of finalizing the valuation of
the acquired assets and liabilities, including property and equipment and any related deferred tax balances. Any measurement
period adjustments identified during the measurement period will be recognized retrospectively in accordance with IFRS 3.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 18 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
May 26, 2026 | |
Non-current assets | |
Property and equipment | |
Intangible assets | |
Deferred tax assets | |
Current assets | |
Trade receivables and other assets | |
Cash and cash equivalents | |
Current liabilities | ( |
Non-current liabilities | |
Deferred tax liability | ( |
Other non-current liabilities | ( |
Fair value of identifiable net assets | |
Goodwill resulting from acquisition | |
Purchase consideration |
The following table shows the details of cash outflow during six-month period ended June 30, 2026:
June 30, 2026 | |
Cash outflow, net of cash acquired | |
Cash consideration | |
Less: balances acquired | |
Cash and cash equivalents | ( |
Net outflow of cash - investing activities |
The acquired property and equipment primarily comprise solar power plant infrastructure, including solar modules, inverters,
transformers, structures, buildings, grid-related equipment, other fixed assets and construction in progress. Excluding
construction in progress, the depreciable acquired property, plant and equipment have an estimated weighted-average remaining
useful life of approximately 17 years. The acquired property, plant and equipment were provisionally measured at a fair value of
US$49 , representing a fair value step-up of approximately US$31 over the acquiree’s carrying amounts immediately prior to the
acquisition. The valuation of the property and equipment was performed using the cost approach, specifically the current
replacement cost method.
An identifiable asset relating to feed-in tariff arrangements was recognized at its acquisition date fair value of US$11 . The asset
was recognized separately from goodwill as it arises from contractual and other legal rights existing at the acquisition date and is
expected to generate economic benefits through regulated feed-in tariff rates until the expiry of the feed-in tariff regime on
December 31, 2029. The intangible asset has an estimated useful life of approximately 4 years, corresponding to the period from
the acquisition date (May 26, 2026 to the expiry of the feed-in tariff arrangements on December 31, 2029). The fair value of the
intangible asset was determined using an income approach, applying a with-and-without method. Under this approach, fair value
reflects the present value of the incremental cash flows attributable to the feed-in tariff arrangements.
The fair value of acquired trade receivables and other assets is US$6 , which approximates the gross contractual amount, as a
loss allowance is insignificant.
As disclosed above, current liabilities include approximately US$11 of reimbursable financial assistance provided to the target
entities prior to the acquisition to refinance existing bank indebtedness. This financial assistance was accounted for separately
from the acquisition and was not included in consideration transferred.
The deferred tax asset of US$3 primarily relates to cumulative tax losses available for future utilization. The deferred tax liability
of US$8 primarily arises from fair value adjustments and the recognition of identifiable assets as part of the purchase price
allocation following the acquisition.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 19 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
The goodwill recognized on the acquisition of the solar power plants represents the excess of the consideration transferred over
the fair value of the identifiable net assets acquired at the acquisition date.
Goodwill primarily reflects the expected synergies arising from the integration of the solar power plants into VEON’s operations,
including enhanced energy security, reduced exposure to energy market price fluctuations, and operational synergies from
integrating the acquired solar plants into the VEON's existing Infrastructure business operations. These benefits do not meet the
criteria for separate recognition as identifiable intangible assets.
The recognized goodwill is not deductible for tax purposes.
Other than financial assistance provided prior to acquisition (as disclosed above), there were no transactions recognized
separately from the acquisition of assets and assumption of liabilities in the business combination.
From the date of acquisition, the solar power plants contributed US$2 of revenue and US$1 profit before tax to VEON. If the
acquisition had taken place at the beginning of the period, the contribution to revenue would have been US$9 and contribution to
the profit before tax would have been US$4 .
Acquisition-related costs of US$1 are included in selling, general and administrative expenses in the interim condensed
consolidated income statement, and in operating cash flows in the interim condensed consolidated statement of cash flows.
The accounting for the purchase of the six solar power plants is provisional as the valuation of property and equipment,
intangible and other assets and liabilities, and residual goodwill related to this acquisition is not complete. Additional information
is being obtained and evaluated in relation to facts and circumstances that existed as of the acquisition date, including final
asset-level valuation inputs and assumptions, the assessment of contractual arrangements and obligations, and supporting
documentation for certain assets and liabilities existing at the acquisition date. Accordingly the fair values assigned to tangible
and intangible assets acquired and liabilities assumed are provisional based on management’s estimates and assumptions and
may be subject to change as additional information is obtained within the measurement period (not to exceed 12 months from
the acquisition date).
Liquidation of VC ESOP
During the six-month period ended June 30, 2026, VEON completed the liquidation of VC ESOP entity in Belgium, an indirect
wholly owned subsidiary of VEON held through VEON Amsterdam B.V. As a result, VEON lost control of VC ESOP and
accounted for the transaction as a disposal of a subsidiary under IFRS 10. VC ESOP constituted a foreign operation and,
accordingly, the cumulative foreign currency translation reserve relating to VC ESOP was reclassified from equity to profit or loss
on disposal in accordance with IAS 21. The amount reclassified was US19 and was recognized within gain on disposal of
subsidiaries, net in the condensed interim consolidated income statement. The cumulative translation reserve primarily related to
historical exchange differences recognized before VC ESOP changed its functional currency to US dollars in 2016. Translation
differences recognized after that date were not significant. VC ESOP had no material net assets or liabilities at the date control
was lost. No material gain or loss arose on disposal apart from the reclassification of the cumulative foreign currency translation
reserve.
During the six-month period ended June 30, 2025
VEON announces sale of stake in Beeline Kyrgyzstan
On March 26, 2024, VEON announced that it signed the Kyrgyzstan SPA for the sale of its 50.1 % indirect stake in Beeline
Kyrgyzstan to CG Cell Technologies, which is wholly owned by CG Corp Global for cash consideration of US$32 . Completion of
the sale of VEON’s stake in Beeline Kyrgyzstan, which is held by VIP Kyrgyzstan Holding AG (an indirect subsidiary of the
Company), is subject to customary regulatory approvals and preemption right of the Government of Kyrgyzstan in relation to
acquisition of the stake. As a result of this anticipated transaction and assessment that control of the Kyrgyzstan operations will
be transferred, as from the date of the Kyrgyzstan SPA signing, the Company classified its Kyrgyzstan operations as held for
sale. Following the classification as held for sale, the Company no longer accounts for depreciation and amortization for
Kyrgyzstan operations.
The Government of Kyrgyzstan expressed its intention to exercise its pre-emption right in relation to the transaction before the
SPA expiration on March 31, 2025. In accordance with the applicable law, VEON and the Government of Kyrgyzstan have
entered into negotiations of the terms of the sale of VEON’s stake in Beeline Kyrgyzstan. Based on current negotiations,
Menacrest AG (an indirect subsidiary of the Company that was previously included in the disposal group) will now act as the
seller of the Beeline Kyrgyzstan operations. As the additional time to complete the sale was not expected when the Company
initially classified this asset group as held for sale, management is still committed to selling its stake in Beeline Kyrgyzstan, and a
new SPA will be signed for the sale owing to expiration of original SPA. Once the final regulatory approvals are obtained, the SPA
will be signed, and the transaction will be completed. The Company meets the exception criteria under IFRS 5, Non-current
Assets Held for Sale and Discontinued Operations, as the delay was caused by events beyond the Company’s control and the
Company meets the original criteria for held for sale classification for its Kyrgyzstan operations as of June 30, 2025.
Subsequently, on August 13, 2025, the transaction was completed following receipt of all necessary regulatory approvals.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 20 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
Sale of Med Cable Limited
On March 31, 2025, VEON signed a SPA for the sale of its 100 % stake in Med Cable Limited to Algérie Telecom Europe, S.A.U.
for a consideration of US$1 . Completion of the sale of VEON's stake in Med Cable Limited, which is held by VEON Algeria
Holdings B.V. (an indirect subsidiary of the Company), is subject to conditions specified in the SPA. As a result of this anticipated
transaction and assessment that control of Med Cable Limited will be transferred, as from the date of the SPA signing, the
Company classified Med Cable Limited as held for sale.
During the six-month period ended June 30, 2026, management reassessed the disposal plan relating to Med Cable Limited.
The management concluded that a sale was no longer probable and decided to discontinue the disposal plan. As a result, the
criteria for classification as held for sale under IFRS 5 were no longer met at June 30, 2026. Accordingly, the Company reversed
the held for sale classification and reclassified the assets and liabilities of Med Cable Limited to their respective line items in the
consolidated statement of financial position.
Acquisition of Uklon
On March 19, 2025, VEON announced its wholly-owned subsidiary Kyivstar had signed an agreement to acquire Uklon group
(“Uklon”), a leading Ukrainian ride-hailing and delivery platform. This strategic acquisition marks Kyivstar’s expansion into a new
area of digital consumer services in line with VEON’s digital operator strategy. Kyivstar acquired 97 % of Uklon shares for a total
consideration of US$158 upon the closing of the transaction. The agreement was subject to customary closing conditions and
approvals that were obtained on April 2, 2025, the date the acquisition was completed.
April 2, 2025 | |
Non-current assets | |
Intangible assets | |
Current assets | |
Trade and other receivables | |
Cash and cash equivalents | |
Non-current liabilities | |
Deferred tax liability | ( |
Current liabilities | |
Trade and employee related payables | ( |
Other current liabilities | ( |
Fair value of identifiable net assets | |
Goodwill resulting from acquisition | |
Purchase consideration |
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 21 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
The following table shows the details of purchase consideration at the acquisition date:
April 2, 2025 | |
Cash paid * | |
Fair value of contingent consideration | |
Put option liability | |
Total purchase consideration |
* Total cash consideration consisted of US$129 for the acquisition of 97 % of Uklon Group’s shares and a US$12 payment to settle employee
awards.
The following table shows the details of cash outflow during the six months ended June 30, 2025:
June 30, 2025 | |
Cash consideration | |
Less: balances acquired | |
Cash and cash equivalents | ( |
Net outflow of cash - investing activities |
Contingent consideration of US$11 was recognized at the acquisition date at fair value with US$2 being paid subsequent to the
reporting period. US$9 is payable upon fulfillment of certain conditions under the share purchase agreement ("SPA"). The
possible outcomes range from nil to US$9 , with management assessing full payment as highly probable.
Employees bonuses contingent consideration liability related to the portion attributable to pre-acquisition service, recognized at
the acquisition date at fair value, resulted from the replacement of share-based payment rewards with new bonuses liability that
is payable upon fulfillment of certain conditions under the SPA. The possible outcomes range from nil to US$4 , with management
assessing full payment as highly probable.
As part of the agreement, Kyivstar entered into a symmetrical put and call option agreement for the remaining 3 % interest in
Uklon. The put and call options may be exercised from April 2, 2028 through April 2, 2035. As a result, on the acquisition date,
VEON determined that it had a present ownership interest in the remaining 3 % interest in Uklon and has accounted for the call
and put option as part of the consideration transferred and therefore, no non-controlling interest was recognized. Accordingly, the
option has been recorded as a financial liability at the present value of the amounts payable on exercise with subsequent
changes recognized in the interim condensed consolidated income statement.
The fair value of the customer base was determined to be US$32 with an estimated useful life of 10 years. The fair value of the
customer base was determined using the multi-period excess earnings method. The multi-period excess earnings approach
involves forecasting the net earnings expected to be generated by the asset, reducing them by appropriate returns on
contributory assets, and then discounting the resulting net cash flows to a present value using an appropriate discount rate.
The fair value of the trademark was determined to be US$18 with an estimated useful life of 10 years. The fair value of the
trademark was determined using the relief-from-royalty method under the income approach. This involves forecasting avoided
royalties, reducing them by taxes and discounting the resulting net cash flows to a present value using an appropriate discount
rate.
The fair value of the developed technology intangible asset was determined to be US$8 with an estimated useful life of 3 years.
The fair value of the developed technology was determined using the replacement cost approach. In the replacement cost
approach, the fair value of an asset is based on the cost of a market participant to reconstruct a substitute asset of comparable
utility, adjusted for any obsolescence.
The fair value of acquired trade and other receivables is US$2 , which is very close to the gross contractual amount, as a loss
allowance is insignificant.
The significant goodwill recognized from the acquisition of Uklon can be attributed to several factors, including Uklon's strong
brand value and established customer relationships, which enhance Kyivstar’s market position. Additionally, the integration of
Uklon’s services is expected to create operational synergies, leading to cost savings and improved service offerings. The
acquisition also allows for market expansion and increased subscriber growth potential, while Uklon's technological expertise
contributes to innovative capabilities. Overall, the goodwill reflects the anticipated future economic benefits arising from these
elements. The goodwill will not be deductible for tax purposes.
There were no transactions recognized separately from the acquisition of assets and assumption of liabilities in the business
combination.
From the date of acquisition, Uklon contributed US$22 of revenue and US$6 profit before tax to VEON. If the acquisition had
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 22 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
taken place at the beginning of the year, the contribution to revenue would have been US$41 and contribution to the profit before
tax for VEON would have been US$10 . These amounts have been calculated using Uklon’s results and adjusting them for:
•differences in the accounting policies between VEON and Uklon, and
•additional amortization that would have been charged on the assumption that the fair value adjustments to intangible
assets had applied from January 1, 2025, together with their consequential tax effects.
Acquisition-related costs of US$0.5 are included in selling, general and administrative expenses in the interim condensed
consolidated income statement, and in operating cash flows in the interim condensed consolidated statement of cash flows.
During the year ended December 31, 2025, VEON recorded measurement period adjustments related to the acquisition of Uklon
to reflect additional information identified after the three-month period ended September 30, 2025. The adjustments include
recognition of US$6 of unpaid transaction costs as assumed liabilities and a total decrease of US$1 related to the fair value of
the put option liability and deferred tax liability. As a result, the fair value of identifiable net assets decreased from US$54 million
to US$49 , and goodwill increased from US$104 to US$109 . These adjustments were made within the measurement period and
reflect facts and circumstances existing at the acquisition date.
VEON sale of its Pakistan tower portfolio to Engro Corp
On December 5, 2024, VEON announced that it is entering into a strategic partnership with Engro Corporation Limited (“Engro
Corp”) with respect to the pooling and management of its infrastructure assets, starting in Pakistan. Under the partnership,
VEON's infrastructure assets under Deodar (Private) Limited (“Deodar”), a wholly owned subsidiary of VEON, will vest into
Engro Corp via a scheme of arrangement upon completion of conditions under the partnership which primarily include receipt of
regulatory approvals from relevant Government authorities in Pakistan. VEON will continue to lease Deodar’s extensive
infrastructure for the provision of nationwide mobile voice and data services under a long-term partnership agreement.
On April 30, 2025, based on the expected closing conditions of the transaction, management assessed that the sale of Deodar is
considered to be highly probable and therefore, the assets and liabilities of Deodar were classified as held for sale. Following the
classification as held for sale, the Company did not account for depreciation and amortization expenses of Deodar’s assets.
On June 3, 2025, upon successful completion of the transaction after all regulatory and other approvals were obtained, control
over Deodar was assessed to be transferred to Engro Corp. As per the terms of the agreement, total consideration was
US$562.5 out of which US$187.5 was paid upfront and remaining was to be paid in US$20 equal monthly installments over the
period of 19 months from date of completion. The deferred sale consideration was discounted and recognized at present value
resulting in total consideration to be recorded at the date of completion for US$547.5 .
PMCL and Engro Corp also entered into a Master Tower Agreement ("MTA") under which VEON leased back the extensive part
of the sold Deodar's infrastructure assets for an initial non-cancellable lease term of 12 years. Overall, lease liabilities in the
amount of US$633 and, as a result of the sale-and-leaseback arrangements, retained right-of-use assets together with the
service component in the amount of US$333 were recognized. The portion of the gain attributable to the retained use of the sold
assets, amounting to US$300 , will have an impact on profit or loss in later periods by way of lower depreciation of the capitalized
right-of-use assets. Furthermore, US$454 of the cumulative amount of the gains from exchange differences related to Deodar
foreign operations recognized in other comprehensive income was reclassified from equity to consolidated income statement
upon disposal and net deferred tax assets of US$109 were recognized in the consolidated statement of financial position.
Overall, a gain on sale of subsidiary of US$502 was recognized as disclosed in table below.
2025 | |
Sale consideration | |
Carrying amount of net assets at disposal * | ( |
Gain on sale before reclassification of foreign currency translation reserve and sale and lease back implication | |
Right of use assets recognized | |
Lease liabilities recognized | ( |
Reclassification of foreign currency translation reserve | |
Gain on disposal | |
Deferred tax asset, net |
* Net assets include US$7 relating to cash and cash equivalents at disposal.
The following table shows the assets and liabilities disposed on June 3, 2025 relating to Deodar operations as of:
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 23 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
June 3, 2025 | |
Non-current assets | |
Property and equipment | |
Goodwill | |
Deferred tax assets | |
Other non-current assets | |
Current assets | |
Trade and other receivables | |
Other current assets | |
Total assets disposed | |
Non-current liabilities | |
Debt and derivatives | |
Other non-current liabilities | |
Current liabilities | |
Trade and other payables | |
Debt and derivatives | |
Total liabilities disposed |
Sale of VEON Wholesale Services B.V.
On March 7, 2025, VEON signed a SPA for the sale of its 100 % stake in VEON Wholesale Services B.V. ("VWS") to H & Suliman
Consulting LLC for a consideration of US$3 . Completion of the sale of VEON's stake in VWS, which is held by VEON Amsterdam
B.V. (an indirect subsidiary of the Company), was subject to conditions specified in the SPA and on April 2, 2025, the control of
VWS was transferred to H & Suliman Consulting LLC and the Company recorded a loss on sale of subsidiary of US$5 .
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 24 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
6PROPERTY AND EQUIPMENT
June 30:
2026 | 2025 | ||
Balance as of January 1 | |||
Acquisitions | |||
Additions * | |||
Modifications and re-assessments * | |||
Disposals | ( | ( | |
Divestment and reclassification as held for sale | ( | ( | |
Depreciation | ( | ( | |
(Impairment) / reversal of impairment | ( | ( | |
Currency translation | ( | ( | |
Transfers | ( | ||
Balance as of June 30 |
* Certain prior period comparatives have been reclassified to conform with the current year presentation.
Unitel sale and leaseback transaction
In March 2026, Unitel LLC (“Unitel”), a wholly owned subsidiary of VEON, completed a sale and leaseback transaction in respect
of a building for cash consideration of US$34 and simultaneously entered into a 10-year lease agreement for the continued use
of the property.
The transaction was accounted for in accordance with IFRS 16. Upon completion of the sale and leaseback transaction, the
Group derecognized the carrying amount of the building of US$32 and recognized a lease liability of US$32 together with a right-
of-use asset of US$30 , representing the Group’s retained right to use the building over the lease term. A gain of US$0.1 was
recognized in profit or loss, reflecting only the amount of the gain attributable to the rights transferred to the buyer-lessor. The
remaining portion of the gain, amounting to US$1.9 and relating to the Group’s retained right of use, was not recognized
immediately and will be reflected over future periods through depreciation of the recognized right-of-use asset.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 25 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
7INTANGIBLE ASSETS
period ended June 30:
2026 | 2025 | ||
Balance as of January 1 | |||
Acquisition * | |||
Additions ** | |||
Divestment and reclassification to held for sale | ( | ||
Amortization | ( | ( | |
Currency translation | ( | ( | |
Transfers | ( | ||
Balance as of June 30 * |
* Certain prior period comparatives have been updated to adjust for the measurement period adjustment, refer Note 5- Significant Transaction for further details.
** Includes 5G Spectrum license in Pakistan for approximately US$209 , refer Note1 - General Information for further details.
Goodwill
Goodwill is included within the above total intangible asset movements for the six-month period ended June 30, 2026. The
significant additions during the period were relating to the acquisitions as explained in Note 5 - significant transactions.
Goodwill arising from the acquisitions is allocated to the respective Cash Generating Unit "CGU" which are then grouped at
VEON's country-level. These groups represent the lowest level within VEON at which goodwill is monitored for internal
management purposes and are not larger than the Group's operating segments.
Impairment losses in 2026
The Company performed annual impairment testing of goodwill and for non-goodwill CGUs also tested assets for impairment as
of September 30, 2025 and subsequently assessed for indicators of impairment or reversal of impairment as of June 30, 2026.
The Bangladesh CGU is a non-goodwill CGU and therefore not subject to mandatory annual impairment testing. However, this
CGU is also continuously monitored.
Based on the assessment performed, we concluded that no goodwill and intangible asset impairment was identified for any
CGU.
Impairment losses in 2025
The Company performed annual impairment testing of goodwill and for non-goodwill CGUs also tested assets for impairment as
of September 30, 2024 and subsequently assessed for indicators of impairment or reversal of impairment as of June 30, 2025.
The Bangladesh CGU is a non-goodwill CGU and therefore not subject to mandatory annual impairment testing. However, the
CGU has limited headroom and is continuously monitored. We therefore performed valuation sensitivity tests to assess if a
further impairment or reversal of impairment was required.
Based on the assessment performed, we concluded that no goodwill and intangible asset impairment nor reversal was identified
for CGU Bangladesh or any CGU.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 26 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
FINANCING ACTIVITIES OF THE GROUP
8INVESTMENTS, DEBT AND DERIVATIVES
June 30, 2026 | December 31, 2025 | |||
At fair value | ||||
Other equity investments | ||||
At amortized cost | ||||
Security deposits and cash collateral | ||||
Bank deposits | ||||
Deferred consideration from sale of subsidiary | ||||
Other investments | ||||
Total investments and derivatives | ||||
Non-current | ||||
Current |
Security deposits and cash collateral
Security deposits and cash collateral measured at amortized cost mainly consist of restricted bank deposits of US$32 (2025:
US$27 ) and restricted cash of US$90 (2025: US$118 ), which are mainly held at our banking operations in Pakistan and our
operating companies in Ukraine.
Deferred consideration from sale of subsidiary
This includes US$138 in deferred consideration for the sale of Deodar (2025: US$250 ).
Other equity investments at fair value
Other investments at fair value are measured at fair value through other comprehensive income and relate to equity investments
held in Bangladesh US$34 (2025: US$34 ) and Pakistan US$3 (2025: US$4 ).
Other Investments at amortized cost
Other investments at amortized cost include loans granted to minority shareholder Crowell Investments Limited by VIP
Kazakhstan Holding AG and VIP Kyrgyzstan Holding AG of US$27 27
bonds US$15 (2025: US$33 ), short term repo lending at our banking operations in Pakistan US$153 (2025: US$94 ) and short
term deposit in Ukraine US$40 (2025: nil ).
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 27 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
June 30, 2026 | December 31, 2025 | |||
At fair value | ||||
Derivatives designated as cash flow hedge | ||||
Derivative relating to ADG resolution | ||||
Warrants | ||||
At amortized cost | ||||
Borrowings, of which | ||||
i) Principal amount outstanding | ||||
ii) Other Borrowings | ||||
Interest accrued | ||||
Discounts and unamortized fees | ( | ( | ||
Bank loans and bonds | ||||
Lease liabilities | ||||
Other financial liabilities | ||||
Total debt and derivatives | ||||
Non-current | ||||
Current |
Other borrowings include long-term capex accounts payable of US$77 (2025: US$94 ).
Warrants
As of June 30, 2026, the Group had 7,666,528 Warrants outstanding (2025: 7,666,528 ). Each Warrant entitles the holder to
purchase 1 common share in KGL at an exercise price of US$11.50 per share. The Warrants are exercisable from September
14, 2025 and will expire on August 14, 2030. There were no Warrants exercised during the six-month period ended June 30,
2026. The change in the fair value of the Warrants for the six-month period ended June 30, 2026 amounted to a loss of US$22
recorded within other non-operating (loss)/ gain, net on the interim condensed consolidated income statement.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 28 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
Significant changes in financial assets and financial liabilities
The key changes in the financial assets and liabilities during the six-month period ended June 30, 2026, predominantly relate to
the activities described below in this section. Furthermore, there were no changes in risk management policies as disclosed in
the Group’s audited annual consolidated financial statements as of and for the year ended December 31, 2025.
Financing activities during the six-month period ended June 30, 2026
Kyivstar Group Ltd. ("KGL") secondary public offering of shares held by VEON
As disclosed in Note 1 - General information, during the period the Group completed the sale of 6 % of its ownership interest in
KGL, representing 13,975,000 common shares out of a total subscription of 14,375,000 common shares, through a public
offering for net proceeds of US$140 presented as cash inflows from financing activities.
As a result of the transaction, the Group’s ownership interest in KGL decreased from 89.6 % to 83.6 %, while non‑controlling
interest (“NCI”) increased from 10.4 % to 16.4 %. Control over KGL was retained and, accordingly, the transaction was accounted
for as a transaction with owners in accordance with IFRS 10 Consolidated Financial Statements. No gain or loss was recognized
in the interim condensed consolidated income statement.
The carrying amount of NCI increased by US$80 , including reattribution of accumulated cumulative foreign currency translation
loss of US$127 related to the disposed interest. The balancing adjustment of US$67 was recognized in other capital reserves as
a debit.
VEON announces agreement with the Dhabi Group regarding historical claims under a shareholders agreement
On March 12, 2026, VEON announced that it had entered into an agreement with the Dhabi Group regarding historical claims
under a shareholders agreement. As part of this agreement, VEON welcomed the Dhabi Group, whose principal is His Highness
Sheikh Nahyan bin Mubarak Al Nahyan, as a shareholder in the Company. Under the terms of the agreement, Dhabi Group fully
withdrew all its claims and VEON agreed to pay the Dhabi Group US$120 in cash plus US$30 equivalent in ADSs (the "ADS
Payment"). Additionally, twenty-four months after the date of agreement, VEON will make further cash payment equal to the
difference of US$60 and the market value of the ADS Payment at a future date. Accordingly, VEON recognized a provision of
US$170 as of December 31, 2025, representing management’s estimate of the expected outflow.
Following execution of the accelerated resolution agreement, the US$170 provision recognized as of December 31, 2025 was
reclassified to financial liabilities and subsequently accounted for within the scope of IFRS 9. The liability was then partially
settled through a cash payment of US$120 and the transfer of US$30 equivalent in ADSs, resulting in the transfer of 13,794,400
VEON common shares (551,776 ADSs), determined based on the 30-day volume-weighted average price of US$54.40 per ADS.
In accordance with IFRIC 19 - Extinguishing Financial Liabilities with Equity Instruments, the extinguishment of the financial
liability through the issue of equity instruments was measured based on the fair value of the equity instruments transferred. The
ADS Payment had a fair value of US$27 at the transfer date, resulting in a gain of US$3 recognized within other non-operating
(loss)/gain, net, in the interim condensed consolidated income statement.
During the six and three-month periods ended June 30, 2026, the remaining unsettled embedded derivative component of the
resolution agreement was accounted for as a derivative financial liability under IFRS 9 and remeasured to a fair value of US$28
as of June 30, 2026 using the Black-Scholes model, resulting in a fair value loss of US$8 and a gain of US$5 respectively during
the six and three-month periods ended June 30, 2026 within the interim condensed consolidated income statement.
JazzWorld enters Interest Rate Swap Transactions
As disclosed in Note 1 - General information, JazzWorld entered into interest rate swaps to hedge the exposure to variability in
cash flows arising from changes in PKR floating interest rates on borrowings with an aggregate principal amount of PKR75 billion
(US$268 ). The swaps are designated as hedging instruments in cash flow hedge relationships under IFRS 9 using a hedge ratio
of 1:1, consistent with the Group’s risk management strategy. The Group assesses, at inception and on an ongoing basis,
whether the hedging relationships continue to meet the qualifying criteria for hedge accounting, including the existence of an
economic relationship between the hedged item and the hedging instrument, that the effect of credit risk does not dominate the
value changes arising from that economic relationship, and that the hedge ratio remains consistent with that used for risk
management purposes.
The interest rate swaps are measured at fair value and classified within Level 2 of the fair value hierarchy. Fair value is
determined using observable market data, including interest rate curves, adjusted as necessary to reflect the limited liquidity of
the PKR interest rate market. During the six-month period ended June 30 2026, the hedging relationships remained effective and
continued to qualify for hedge accounting. The net amount recognized in the cash flow hedge reserve in respect of these hedges
was US$1 comprising of US$8 recorded as cost of hedging, which will be reclassified to profit or loss over the life of the hedge
and US$7 representing the effective portion of the gain on hedging instruments.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 29 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
Carrying amounts of the derivative designated cash flow hedge assets of nil and liability of US$1 , are presented within
Investment and derivative assets and debt and derivative liabilities respectively in the interim condensed consolidated statement
of financial position.
Unitel LLC credit facilities
During the six-month period ended June 30 2026, Unitel LLC signed two new credit facility agreements with Infinbank and AKIB
Ipoteka Bank, each with a principal amount of UZS200 16 four years and five years and interest
rates of 21.49 % per annum and 22.0 % per annum, respectively. Unitel LLC fully utilized the facility with AKIB Ipoteka Bank and
drew UZS189 billion (US$15 ) under the Infinbank facility.
Banglalink Digital Communications Ltd. ("BDCL") short term credit facilities
During the six-month period ended June 30 2026, Banglalink utilized BDT12 billion (US$93 ) under various short-term facilities
from different local banks at interest rates ranging from 10.5 % to 11 % for a tenor ranging from six months to one year.
VEON Closes USD 1.4 billion Bond Offering, Refinancing 2027 Note
On June 1, 2026, VEON closed of a US$1,400 (excluding transaction fee of US$19 ) dual-tranche senior unsecured notes
offering by VEON Midco B.V., a wholly owned subsidiary of VEON. The notes were issued by VEON Midco B.V. and are
guaranteed by VEON Amsterdam B.V., a wholly owned subsidiary of VEON. The offering comprises US$700 6.95 % senior notes
due on June 1, 2031 and US$700 7.45 % senior notes due on June 1, 2033. The notes were admitted to trading on the Euro MTF
market of the Luxembourg Stock Exchange on June 1, 2026. The new notes are recognized net of directly attributable
transaction costs, which are deducted from the initial carrying amount and will be amortized over the life of the notes using the
effective interest method.
In parallel with the offering, on May 18, 2026, VEON launched a cash tender offer inviting holders of its outstanding US$1,011
US1 unamortized transaction cost) of its 3.375 % senior notes due 2027 pursuant to the tender offer for cash amount of US$877
(including US2 transaction costs), resulting in a gain on extinguishment of US$8 included in finance income on the income
statement. The transaction was accounted for as a partial extinguishment under IFRS 9. The carrying amount derecognized was
determined by allocating the carrying amount of the original liability to the portion repurchased, including a pro-rata share of the
related unamortized transaction costs.
Financing activities during the six-month period ended June 30, 2025
KaR-Tel Limited Liability Partnership credit facilities
On January 29, 2025, KaR-Tel Limited Liability Partnership (“KaR-Tel”) signed a new bilateral credit facility agreement with
Forte Bank JSC of KZT22.5 billion (US$43 ) with a maturity of 5 years. The interest rate on this facility is National Bank of
Kazakhstan base rate plus 4 %, with the interest being fixed until maturity for each tranche drawn under the facility. Kar-Tel
utilized KZT12 billion (US$24 ) from this facility during February and March 2025.
Unanimous Support from Noteholders Voting in Consent Solicitation
On January 30, 2025, VEON announced the successful completion of a bond consent solicitation process undertaken by VEON
Holdings. Pursuant to this consent solicitation process, VEON secured approval from holders of its 2027 bonds (ISIN: Reg S:
XS2824764521/ Rule 144A: XS2824766146) to substitute VEON Holdings with VEON MidCo as the Issuer and to make certain
other amendments to the terms and conditions of the Issuer’s Senior Unsecured Notes due November 25, 2027. At the January
30, 2025 meeting, 95.83 % of the bonds were represented, and the proposal received unanimous support. VEON MidCo
substituted VEON Holdings as the Issuer on April 8, 2025, upon completion of the demerger.
VEON Returns to Capital Markets with Successful Syndication of US$210 Term Loan
On March 27, 2025, VEON announced the successful syndication of a 24 month, US$210 senior unsecured term loan under a
new facility agreement from a consortium of international lenders, including ICBC Standard Bank and leading GCC banks. The
facility will bear interest at Term SOFR plus 425 bps. Following the legal demerger of VEON Holding B.V, VEON Midco B.V is the
substituted borrower. The facility was fully drawn in early April 2025.
Pakistan Mobile Communication Limited bilateral credit facilities
In April 2025, PMCL signed and utilized PKR 5 18
Bank Limited, totaling PKR 10 billion (US$36 ). Each facility has a maturity of 10
In May 2025, PMCL signed and utilized PKR 32 billion (US$113 ) from three bilateral facilities from Askari Bank Limited, Faysal
Bank Limited and Meezan Bank Limited. Each facility has a maturity of 10 years.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 30 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
Issuance of PKR Sukuk bond by PMCL
In April 2025, PMCL issued a short-term PKR sukuk bond of PKR 15 billion (US$53 ) having a maturity of 6 months.
Repayment of VEON Holdings 4.00 % Senior Notes:
On April 9, 2025, VEON Holdings repaid its outstanding 4.00 % Senior Notes amounting to US$472 at their maturity date.
Repayment of VEON Holdings 6.30 % (RUB) Senior Notes:
On June 18, 2025, VEON Holdings repaid its outstanding 6.30 % (RUB) Senior Notes amounting to RUB7.84 billion (US$100 ) at
their maturity date.
Fair values
The carrying amounts of all financial assets and liabilities are equal to or approximate their respective fair values as shown in the
table above within this note, with the exception of:
•'Bank loans and bonds, including interest accrued', for which fair value is equal to US$3,530 at June 30, 2026
(December 31, 2025: US$3,091 ); and
•'Lease liabilities', for which fair value has not been determined.
Fair values are determined in accordance with IFRS 13, Fair Value Measurement. Fair value represents the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement
date. VEON classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in
making the measurements.
Level 1 fair value measurements are based on quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 fair value measurements are based on inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly or indirectly.
Level 3 fair value measurements are based on valuation techniques that incorporate significant unobservable inputs.
On a quarterly basis, the Company reviews if there are any indicators for a possible transfer between fair value hierarchy levels.
This depends on how the Company is able to obtain the underlying input parameters when assessing the fair valuations. During
the six-month period ended June 30, 2026, there were no transfers between Level 1, Level 2 and Level 3 fair value
measurements.
As of June 30, 2026, the financial assets and liabilities recognized at fair value include:
•Warrants at Level 1. As the warrants are actively traded, no valuation adjustments are required;
•Net derivatives designated as cash flow hedge at Level 2. The fair value of the derivatives is based on interest rates
and yield curves observable at commonly quoted intervals;
•Derivative relating to ADG resolution at Level 2. The fair value of the derivative is based on observable market inputs
and determined using a mark-to-market methodology using the Black-Scholes model; and
•Other equity investments relating to minority equity interests in private companies at Level 3. Fair value of other equity
investments is determined using recent funding transactions or, in the absence of recent funding transactions, using a
qualitative approach considering revenue trends, macroeconomic conditions (risk-free rate and country risk premium),
foreign exchange movements, management’s assessment of business performance, and publicly available information.
A sensitivity analysis for a 10% change in the principal benchmark inputs would not result in a material change in the fair value of
the Company’s Level 3 investments as at the reporting date.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 31 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
9CASH AND CASH EQUIVALENTS
June 30, 2026 | December 31, 2025 | |||
Cash at banks and on hand | ||||
Short-term deposits with original maturity of less than three months | ||||
Cash and cash equivalents, net of overdrafts * (as presented in the consolidated statement of cash flows) |
* Cash and cash equivalents include an amount of US$509 (2025: US$341 ) relating to banking operations in Pakistan.
Cash and cash equivalent balances as of June 30, 2026 and December 31, 2025 exclude restricted cash and deposits held
within the Group. Cash balances as of June 30, 2026 include investments in money market funds of US$103 (December 31,
2025: US$160 ).
As of June 30, 2026, US$372 (2025: US$458 ) of cash at the level of Ukraine was subject to currency restrictions that limited
ability to upstream the cash or make certain payments outside the country, but these balances are otherwise freely available to
the Ukrainian operations.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 32 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
10ISSUED CAPITAL
June 30, 2026 | December 31, 2025 | |||
Authorized common shares (nominal value of US$ | ||||
Issued shares, including Company | ||||
The holders of common shares are, subject to our by-laws and Bermuda law, generally entitled to enjoy all the rights attaching to
common shares. The common share to ADS ratio is 25:1.
VEON’s buyback program
For the six-month period ended June 30 2026
On November 17, 2025, VEON announced that its Board of Directors authorized the commencement of a new buyback program.
This buyback program enables the Company to buy back ADSs and/or outstanding bonds in an amount up to US$100 . The final
allocation between equity and debt securities will be determined by prevailing market conditions. During the year ended
December 31, 2025, a total of 243,892 ADSs (equivalent to 6,097,300 common shares) were repurchased for a total of US$13 .
During the six-month period ended June 30 2026, a total of 29,892,525 common shares were repurchased for a total of US$62 .
For the six-month period ended June 30, 2025
VEON’s Board of Directors approved a share buyback program of up to US$100 on July 31, 2024. On December 9, 2024, VEON
announced that its Board of Directors approved the commencement of the first phase of its share buyback program with respect
to VEON Ltd.'s ADSs. The first phase of the share buyback program was for an amount of up to US$30 and was completed on
January 27, 2025. An aggregate of 17,370,400 common shares were repurchased, of which 12,346,225 common shares were
repurchased for US$23 during the six-month period ended June 30, 2025.
In March 2025, VEON commenced its second phase of the share buyback program and up to US$35 of shares was approved to
be repurchased and was completed on May 21, 2025. During the six-month period ended June 30, 2025, a total of 18,300,375
common shares were repurchased related to the second phase for a total of US$35 .
On June 16, 2025, VEON announced that it would shortly commence the third phase of the share buyback program and up to
US$35 was approved. During the six-month period ended June 30, 2025, a total of 5,992,525 common shares were repurchased
related to the third phase for a total of US$10 .
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 33 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
11DIVIDENDS PAID AND PROPOSED
There were no
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 34 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
ADDITIONAL INFORMATION
12RELATED PARTIES
For the six-month period ended June 30, 2026
Key management personnel compensation
During the period, a total of 608,100 common shares were granted to a member of key management personnel under the UIP
Rules as a part of the LTI 2025-2027 program. The award is subject to a market performance condition tied to an absolute share
price target. This grant has a three-year performance period with vesting scheduled for December 31, 2027.
In addition, a total of 3,593,475 common shares were granted to the Group Chief Executive Officer and 1,296,900 were granted
to other key management personnel under the UIP Rules as a part of the LTI 2026-2028 program. These awards are subject to a
market performance condition tied to an absolute share price target. These grants have a three-year performance period with
vesting scheduled for December 31, 2028.
Furthermore, a total of 142,925 common shares were also granted to a member of key management personnel under the UIP
Rules as a part of their STI 2025 program, which vested immediately upon grant. These shares are subject to a two-year
restriction period.
Additionally, a total of 7,671,300 common shares and 267,925 common shares were transferred to the Group Chief Executive
Officer and other key management personnel during the period, respectively, in relation to all grants that were vested during the
period.
Other transactions with key management personnel
During the six-month period ended June 30, 2026, VEON Amsterdam B.V. repurchased 7,125,225 common shares from the
Group Chief Executive Officer for total consideration of US15 , in line with the objectives of the Company's share buyback
program. The price per ADS was determined based on the 30-day volume weighted average price for the Company’s ADSs listed
and traded on Nasdaq. The Group Chief Executive Officer utilized the proceeds for the purchase of a personal property in the
UAE.
Other related parties
During the six-month period ended June 30, 2026, US$0.3 of expense has been recognized related to the monthly cash
payments and US$1 of expense has been recognized related to share-based payment expense related to the 2024 Agreement.
On June 6, 2026, the fourth tranche of Warrant A for a value of US$2 worth of shares (based on the 90-day average closing price
of VEON ADSS) or 955,125 common shares (equal to 38,205 ADSs) vested.
For the six-month period ended June 30, 2025
Key management personnel compensation
board member. In February 2025, the awards, which vested in April 2024 and June 2024 with planned release date of one year
after the vesting date, were agreed to be released and settled at an earlier date before March 15, 2025. The awards were settled
by way of gross cash payment of US$1 to the board member as a full and final settlement.
In March 2025, an equity-settled award of 1,644,025 shares granted to a member of key management personnel in March 2023
under the DSP, vested after meeting the required service condition of two years .
On April 2, 2025, a service based one-off equity award of 250,000 shares was granted to the GCFO, under the DSP. The award
vested 50 % on March 31, 2026, and the remaining 50 % will vest on March 31, 2027.
On April 28, 2025, the Group General Counsel received an equity-settled award of 118,850 common shares as a part of her 50 %
STI 2024 converted into a share-based grant, which vested immediately upon grant. These shares are subject to a 2-year
restriction period.
On May 14, 2025, certain key management personnel (excluding the Group General Counsel) were granted long term incentive
awards of 8,266,750 common shares under the Umbrella Incentive Plan. These awards are subject to a market condition tied to
an absolute share price target for a total of shares with a performance period of January 1, 2025 to December 31, 2027, being
the vesting date.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 35 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
Additionally on May 20, 2025, two rotational members of the then-constituted Group Executive Committee ("GEC"), that were not
part of the key management personnel, were granted long term incentive awards of 755,825 common shares on target under the
Umbrella Incentive Plan. These awards are subject to non-market performance condition scorecards for their respective
operating company related to a performance period of January 1, 2025 to December 31, 2027, being the vesting date.
On June 17, 2025, the Group General Counsel irrevocably and unconditionally surrendered an equity-settled award originally
granted in 2024 of 2,055,292 common shares, issued under Long-Term Incentive Plan, for no consideration. This has resulted in
cancellation of the award and caused it to lapse with immediate effect. On the same date, a special equity-settled award of
service-based vesting conditions, with 40 % vesting on February 28, 2026, 40 % vesting on October 31, 2026, and the remaining
Other related parties
On June 7, 2024, the Company entered into a letter agreement as amended on August 1, 2024 (the “2024 Agreement”) with
Impact Investments which will provide strategic support and board advisory services to the Company and JSC Kyivstar. Michael
R. Pompeo, who was appointed to the Board of Directors of the Company on May 31, 2024, serves as Executive Chairman of
Impact Investments. He was re-appointed to the Board of Directors of the Company at its 2025 and 2026 annual general
meetings held on May 8, 2025 and May 11, 2026, respectively.
As of June 30, 2025, US$0.3 of expense has been recognized related to the monthly cash payments and US$1 of expense has
been recognized related to share-based payment expense related to the 2024 Agreement.
On June 7, 2025, the second tranche of Warrant A for a value of US$2 worth of shares (based on the 90 -day average closing
price of VEON ADS) or 1,087,855 common shares (equal to 43,514 ADS) vested.
13RISKS, COMMITMENTS, CONTINGENCIES AND UNCERTAINTIES
Other than disclosed elsewhere in these unaudited interim condensed consolidated financial statements and as disclosed in our
audited annual consolidated financial statements for 2025 as filed in the Form 20-F on March 16, 2026, there were no material
changes to risks, commitments, contingencies and uncertainties that occurred during the six-month period ended June 30, 2026.
14EVENTS AFTER THE REPORTING PERIOD
Acquisition of controlling interest in TPL Insurance
On July 14, 2026, Jazz International Holding Limited (“JIHL”), a subsidiary of VEON, announced the completion of the acquisition
of a controlling interest in TPL Insurance Limited (“TPL Insurance”), a Pakistan-based general insurance company offering motor,
health, fire, property and other insurance products through its digital platform. Following the completion of the transaction, JIHL
now holds 76.33 % of TPL Insurance’s issued share capital, including 6.67 % acquired through the mandatory tender offer. The
total consideration paid for shares acquired from TPL Corp Limited and through the mandatory tender offer was US$16 . As of the
date of the interim condensed consolidated financial statements, the initial purchase price allocation under IFRS 3 has not yet
been completed and, accordingly, the estimated financial impact of the transaction is not yet available.
Repayment of US$210 Term Loan
On July 24, 2026, VEON repaid ahead of its scheduled maturity of March 2027 the principal amount of US$210 , together with
accrued interest of US$1 , outstanding under the facility agreement entered into on March 27, 2025, with a consortium of
international lenders, including Industrial and Commercial Bank of China ("ICBC"), Standard Bank and leading Gulf Cooperation
Council ("GCC") banks.
VEON Ltd | Unaudited interim condensed consolidated financial statements as of and for the six and three-month periods ended June 30, 2026 | 36 |
Table of Contents
Notes to the interim condensed consolidated financial statements
(in millions of U.S. dollars unless otherwise stated)
15BASIS OF PREPARATION OF THE INTERIM CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
The unaudited interim condensed consolidated financial statements for the six and three-month periods ended June 30, 2026
have been prepared in accordance with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards
Board ("IASB"). The Group has prepared the unaudited interim condensed consolidated financial statements on the basis that it
will continue to operate as a going concern.
The preparation of these unaudited interim condensed consolidated financial statements has required management to apply
accounting policies and methodologies based on complex and subjective judgments, estimates based on past experience and
assumptions determined to be reasonable and realistic based on the related circumstances. The use of these judgments,
estimates and assumptions affects the amounts reported in the statement of financial position, income statement, statement of
cash flows, statement of changes in equity, as well as the notes. The final amounts for items for which estimates and
assumptions were made in the unaudited interim condensed consolidated financial statements may differ from those reported in
these statements due to the uncertainties that characterize the assumptions and conditions on which the estimates are based.
The accounting policies adopted in the preparation of the unaudited interim condensed consolidated financial statements are
consistent with those followed in the preparation of the Group’s audited annual consolidated financial statements as of and for
the year ended December 31, 2025.
A number of new and amended standards became effective as of January 1, 2026, which did not have a material impact on
VEON's unaudited interim condensed consolidated financial statements. The Group has not early adopted any other standards,
interpretations or amendments that have been issued but have not yet become effective.
Dubai, July 31, 2026
VEON Ltd.
Filing Exhibits & Attachments
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