VEON Ltd. (Nasdaq: VEON) re-elects board and targets USD 100 million returns
Filing Impact
Filing Sentiment
Form Type
6-K
Rhea-AI Filing Summary
VEON Ltd. held its online Annual General Meeting, where shareholders re-elected all seven current directors and then re-elected founder Augie K Fabela II as Chairman for a third term, signaling continuity in governance and strategy.
The company highlighted its capital allocation policy targeting the return of at least USD 100 million to shareholders annually, building on a USD 100 million share buyback program authorized in November 2025. For FY25, VEON reported total revenue of USD 4.4 billion, up 9.9% year-on-year, and EBITDA of USD 2.0 billion, up 18.8% year-on-year, with EBITDA margin expanding to 45.7%.
Direct digital revenues grew 62.5% year-on-year to USD 759 million in FY25. In 4Q25, digital revenues reached 20.1% of total revenue, and 3‑month active digital service customers reached 205.8 million, surpassing connectivity subscribers for the first time. Approximately 99.55% of VEON shares were represented at the AGM, where shareholders also approved the re-appointment of UHY LLP as external auditor for the financial year ended December 31, 2026.
Positive
- Strong FY25 performance: Revenue of USD 4.4 billion grew 9.9% year-on-year, while EBITDA of USD 2.0 billion rose 18.8%, expanding EBITDA margin to 45.7%.
- Rapid digital growth: Direct digital revenues increased 62.5% year-on-year to USD 759 million, reaching 20.1% of total revenue in 4Q25 as digital customers hit 205.8 million.
- Shareholder-friendly capital returns: Capital allocation policy targets returning at least USD 100 million to shareholders annually, following a USD 100 million buyback authorization in November 2025.
- Governance continuity with broad support: All seven directors and the Chairman were re-elected, with approximately 99.55% of shares represented at the AGM, and UHY LLP re-appointed as external auditor.
Negative
- None.
Insights
AGM confirms VEON’s board, capital returns and accelerating digital growth.
VEON secured strong shareholder backing, with about 99.55% of shares represented at the AGM and all seven directors re-elected. Founder Augie K Fabela II was re-elected Chairman for a third term, reinforcing strategic continuity around its digital operator model.
Financially, FY25 performance was robust: revenue reached USD 4.4 billion, up 9.9% year-on-year, while EBITDA rose to USD 2.0 billion, up 18.8%, lifting EBITDA margin to 45.7%. Direct digital revenues climbed 62.5% to USD 759 million, and in 4Q25 digital revenue accounted for 20.1% of total revenue.
The capital allocation policy targets returning at least USD 100 million to shareholders annually, building on the USD 100 million buyback program authorized in November 2025. Together with rapid digital revenue growth and 205.8 million active digital service customers in 4Q25, this points to a business increasingly driven by higher-margin digital services, with future updates likely coming in subsequent annual or quarterly disclosures.
Key Figures
FY25 Revenue: USD 4.4 billion
FY25 EBITDA: USD 2.0 billion
EBITDA margin: 45.7%
+4 more
7 metrics
FY25 Revenue
USD 4.4 billion
Total revenue for FY25, up 9.9% year-on-year
FY25 EBITDA
USD 2.0 billion
EBITDA for FY25, up 18.8% year-on-year
EBITDA margin
45.7%
FY25 EBITDA margin after year-on-year expansion
Direct digital revenues
USD 759 million
FY25 direct digital revenues, up 62.5% year-on-year
Annual shareholder returns target
At least USD 100 million
Capital allocation policy for returns to shareholders
Active digital service customers
205.8 million
3‑month active digital service customers in 4Q25
AGM share representation
99.55%
Approximate proportion of VEON shares represented at AGM
Key Terms
digital operator, EBITDA, EBITDA margin, share buyback policy, +2 more
6 terms
digital operator financial
"VEON Ltd. (Nasdaq: VEON), a global digital operator (“VEON” or the “Company”)"
EBITDA financial
"VEON delivered total revenue of USD 4.4 billion in FY25, up 9.9% year-on-year (YoY), and EBITDA of USD 2.0 billion"
EBITDA stands for earnings before interest, taxes, depreciation, and amortization. It measures a company's profitability by focusing on the money it makes from its core operations, ignoring expenses like taxes and accounting adjustments. Investors use EBITDA to compare how well different companies are performing financially, as it provides a clearer picture of operational success without the influence of financial structure or accounting choices.
EBITDA margin financial
"EBITDA of USD 2.0 billion, up 18.8% YoY, with EBITDA margin expanding to 45.7%"
EBITDA margin is the share of each dollar of sales that a company keeps as operating cash profit before interest, taxes, and accounting for equipment wear and long-term investments. Think of it like the cash a store has left from every sale after paying day-to-day running costs but before paying rent, loan interest or replacing old machinery. Investors use it to compare core profitability and operational efficiency across companies by removing financing and accounting differences.
capital allocation policy financial
"VEON’s capital allocation policy targets the return of at least USD 100 million to shareholders annually"
A capital allocation policy is a company’s plan for how it will use its available cash—such as reinvesting in the business, paying dividends, buying back shares, paying down debt, or holding reserves. Think of it like a household budget deciding whether to renovate, save, pay off loans, or give money to family; for investors, this policy shows the company’s priorities and influences future growth, income, and risk, so it helps assess potential returns and stability.
external auditor financial
"Shareholders also approved the re-appointment UHY LLP as external auditor of the Company’s financial statements"
An external auditor is an independent, third-party professional who reviews a company’s financial records and reports to confirm they are accurate and follow the rules. Like a home inspector checking a house before you buy, an external auditor gives investors assurance that the numbers reflect reality, which affects trust, the perceived risk of the company, and therefore investment decisions and value.
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 May 2026
Commission File Number 1-34694
VEON Ltd.
(Translation of registrant’s name into English)
Index Tower (East Tower), Unit 1703, Dubai (DIFC), 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.
Information contained in this report
On May 11, 2026 the Registrant issued a press release, a copy of which is furnished hereto as Exhibits 99.1.
EXHIBIT INDEX
| Exhibit No. | Description of Exhibit | ||||
99.1 | Press Release, dated May 11, 2026 | ||||
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: May 11, 2026 | ||||||||
| By: | /s/ Sebastian Rice | |||||||
| Name: | Sebastian Rice | |||||||
| Title: | Group General Counsel | |||||||
VEON Shareholders Re-elect Board and Chairman, Reaffirming Confidence in Digital Growth Strategy Dubai and New York, May 11, 2026: VEON Ltd. (Nasdaq: VEON), a global digital operator (“VEON” or the “Company”), today held its online Annual General Meeting (AGM). During the AGM, the Company’s shareholders re-elected the slate of VEON’s seven current directors to continue serving as the Company’s Board of Directors (the “Board”). VEON welcomes 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’s Board of Directors. From left to right: 70th U.S. Secretary of State Michael R. Pompeo, Michiel Soeting, Augie K Fabela II, VEON Group CEO Kaan Terzioglu, Duncan Perry, Andrei Gusev, Rt. Hon. Sir Brandon Lewis CBE
The re-election reflects continued shareholder support for VEON’s strategy of digital services growth, operational discipline and shareholder returns. “I am honored to be elected for a third term and to continue serving alongside our distinguished directors. VEON has demonstrated strong execution and strategic clarity as we expand our digital operator model across high-growth frontier markets,” said Augie K Fabela II. “Our focus on empowering customers with AI-powered tools, digital financial services and disciplined capital allocation, reinforced by VEON’s newly adopted share buyback policy, positions VEON for sustained long-term value creation. On behalf of the Board, I thank our shareholders for their continued support.” VEON’s capital allocation policy targets the return of at least USD 100 million to shareholders annually, building on the USD 100 million buyback program authorized in November 2025. VEON delivered total revenue of USD 4.4 billion in FY25, up 9.9% year-on-year (YoY), and EBITDA of USD 2.0 billion, up 18.8% YoY, with EBITDA margin expanding to 45.7%. Direct digital revenues grew 62.5% YoY to USD 759 million in FY25. In 4Q25, digital revenues reached 20.1% of VEON’s total revenue, as 3-month active digital service customers surpassed connectivity subscribers for the first time and reached 205.8 million. Holders of approximately 99.55% of VEON Ltd. shares were represented at the AGM. The Company laid before shareholders the report of the Company’s auditor and the audited financial statements of the Company for the financial year ended December 31, 2025. Shareholders also approved the re-appointment UHY LLP as external auditor of the Company’s financial statements for the financial year ended December 31, 2026, and confirmed the authority of the directors to fix the remuneration of UHY and such other audit firms as shall be necessary for compliance with law and regulation applicable to the Company. The profiles of VEON’s Board directors can be found on the Company’s website: https://www.veon.com/we-are-veon/board-and-governance. About VEON VEON is Nasdaq-listed digital operator that provides connectivity and digital services to nearly 160 million customers. Operating across six countries that are home to more than 7% of the
world’s population, VEON is transforming lives through technology-driven services that empower individuals and drive economic growth. For more information, visit: www.veon.com. Disclaimer This release contains “forward-looking statements,” as the phrase is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, including in relation to VEON’s strategy, shareholder returns and capital allocation policy. VEON media contact pr@veon.com
FAQ
How did VEON (VEON) perform financially in FY25?
VEON reported FY25 revenue of USD 4.4 billion, up 9.9% year-on-year, and EBITDA of USD 2.0 billion, up 18.8% year-on-year. EBITDA margin expanded to 45.7%, indicating improved profitability alongside growth in its connectivity and digital services businesses.
How fast are VEON’s digital services growing?
Direct digital revenues reached USD 759 million in FY25, growing 62.5% year-on-year. In 4Q25, digital revenues made up 20.1% of total revenue as 3‑month active digital service customers surpassed connectivity subscribers for the first time, reaching 205.8 million users.
Who is the Chairman of VEON’s Board after the 2026 AGM?
Founder Augie K Fabela II was re-elected as Chairman of VEON’s Board for a third term. His re-appointment, alongside the re-election of all seven directors, reflects shareholder support for the current leadership team and the company’s digital operator strategy.
Which audit firm will review VEON’s 2026 financial statements?
Shareholders approved the re-appointment of UHY LLP as VEON’s external auditor for the financial year ended December 31, 2026. They also confirmed directors’ authority to set remuneration for UHY and any additional audit firms required for regulatory compliance in VEON’s jurisdictions.