VEON Reports Solid Third Quarter Results With Robust Free Cash Flow Generation And Announces Mandatory Tender Offer For GTH

AMSTERDAM, Nov. 9, 2017 /PRNewswire/ --

Q3 2017 KEY RESULTS

    --  Total revenue increased 4.0% year-on-year, and 3.2% organically(1)
    --  EBITDA increased 16.4% (USD 146 million) to USD 1,042 million, mainly
        driven by an exceptional income from a one-off adjustment to a vendor
        agreement; underlying EBITDA increased USD 31 million year-on-year, 3.5%
        organically(1), to USD 993 million
    --  Solid revenue and underlying EBITDA(2) performance during the quarter
        was driven by Russia, Pakistan, Ukraine and Uzbekistan, partially offset
        by continued pressure in Algeria and Bangladesh
    --  Underlying EBITDA margin of 40.4%, organically(1) stable year-on-year
    --  Underlying equity free cash flow excluding licenses totalled USD 475
        million in Q3 and USD 965 million year to date
    --  Targets for 2017(3) confirmed: single digit organic revenue growth, flat
        to low single digit organic growth of underlying EBITDA margin and
        underlying equity free cash flow excluding licenses of USD 850-950
        million

MAIN EVENTS

    --  VEON submitted a mandatory tender offer in relation to Global Telecom
        Holding
    --  Signed tower sale agreement in Pakistan for USD 940 million equivalent,
        representing a high single digit multiple of contributed annual EBITDA,
        with the parties aiming for completion before the end of 2017
    --  In largest high-yield transaction of a European issuer since 2014, Wind
        Tre JV completed the full refinancing of its debt, which is expected to
        generate approximately EUR 270 million of annual interest savings,
        incremental to previously announced opex and capex synergies of EUR 700
        million per annum. The refinancing will also bring significant
        improvements to the maturity profile
    --  Telenor completed the third sell-down of its equity stake in VEON,
        increasing the free float to 29.2%(4)
    --  Liberalization of currency exchange regime in Uzbekistan
    --  Agreement to sell the Laos operations
    --  VEON personal internet platform commercially launched in five markets
    --  Trond Westlie succeeds Andrew Davies as Group Chief Financial Officer
        with effect from today. Joshua Drew (Group Chief Compliance Officer) and
        Jacky Simmonds (Group Chief People Officer) also appointed to the senior
        management team

VEON Ltd. (NASDAQ: VEON, Euronext Amsterdam: VEON) a leading global provider of connectivity and internet services headquartered in Amsterdam and serving over 235 million customers, today announces financial and operating results for the quarter ended 30 September 2017.

JEAN-YVES CHARLIER, CHIEF EXECUTIVE OFFICER, COMMENTS:
"VEON reported another solid performance in the third quarter with further growth in revenue and EBITDA, driven in particular by strong results in Russia, Pakistan and Ukraine, and also delivered on a number of our strategic imperatives. The solid operating performance and ongoing strategic execution have helped to grow further the underlying equity free cash flow, which reached USD 965 million for the first nine months of the year. This underscores the success of the performance transformation program which we launched in August 2015, where we committed to generate at least USD 750 million of annualized cash flow improvements by the end of 2018 and further underpins the sustainable and progressive dividend policy that we announced in February of this year. In addition, we can confirm our full year 2017 guidance, which we recently updated in conjunction with the Uzbek som liberalization.

Across the Group, we remain focused on implementing our strategy to revitalize and reinvent our business. Yesterday, we submitted a mandatory tender offer in relation to GTH, while during the quarter we also announced the value accretive sale of our Pakistan tower business. Wind Tre, our joint venture in Italy, has completed the full refinancing of its debt, optimizing its capital structure, reducing annualized interest costs and improving maturities. This transaction was the largest high yield transaction of a European issuer since 2014. These refinancing benefits are incremental to the opex and capex synergies announced with the merger and will help to further accelerate cash flow generation and deleveraging. Finally, we have now commercially launched the VEON personal internet platform in five of our markets."


    1)             Organic change reflects changes in
                   revenue and EBITDA excluding foreign
                   currency movements and other
                   factors, such as businesses under
                   liquidation, disposals, mergers and
                   acquisitions. See Attachment C for
                   reconciliations

    2)             Underlying EBITDA excludes
                   exceptional items in Q3 2016
                   consisting of performance
                   transformation costs of USD 66
                   million and exceptional items in Q3
                   2017 consists of a net benefit of
                   USD 49 million, resulting from
                   exceptional income of USD 106
                   million from a one-off adjustment
                   to a vendor agreement, offset by
                   costs of USD 57 million related to
                   the performance transformation costs
                   and other legal costs. See
                   Attachment C for reconciliations

    3)             FY 2017 targets after Uzbekistan
                   currency regime adjustment are based
                   on pro-forma results for 2016,
                   including 12 months of Warid
                   contribution; organic targets for
                   revenue and underlying EBITDA margin
                   are at constant currency, excluding
                   exceptional items, e.g.
                   transformation costs and M&A.
                   Underlying equity free cash flow
                   excluding licenses is calculated at
                   the target rates for 2017. See
                   Attachment C for reconciliations

    4)             Telenor has indicated that the third
                   transaction will be the final
                   divestment of Telenor's VEON ADSs,
                   as Telenor expects to use the
                   balance of its remaining ADSs to
                   exchange and/or redeem the
                   exchangeable bond

KEY RESULTS: CONSOLIDATED FINANCIAL AND OPERATING HIGHLIGHTS


    USD million                                                    3Q17  3Q16   Reported   Organic
                                                                                     YoY   YoY (1)
    ---                                                                              ---    ------

    Total revenue, of which                                       2,456  2,361        4.0%      3.2%

       mobile and fixed service revenue                           2,358  2,276        3.6%      3.0%

       of which mobile data revenue                                 482    379       27.0%     26.6%

    EBITDA                                                        1,042    896       16.4%     16.7%

    EBITDA underlying (2)                                           993    962        3.2%      3.5%

    EBITDA margin underlying (2)(EBITDA underlying/total revenue) 40.4% 40.7%  (0.3p.p.)   0.1p.p.

    Profit from continued operations                                151     72      109.7%

    Profit from discontinued operations                               -   421         n.m

    Profit for the period attributable to VEON shareholders         125    445     (71.9%)

    Underlying equity free cash flow excl. licenses (3)             475    489      (2.9%)

    Capital expenditures excl. licenses                             398    382        4.1%

    LTM capex excl. licenses/revenue                              18.4% 16.7%    1.7p.p.

    Net debt                                                      8,672  6,832       26.9%

    Net debt/LTM EBITDA underlying4                                 2.3    1.8

    Total mobile customer (millions, excluding Italy)               211    206        2.3%

    Total fixed-line broadband customers (millions)                 3.5    3.4        4.7%
    ----------------------------------------------                  ---    ---         ---


    USD million                                                     9M17             9M16      9M16    Reported    Organic
                                                                         pro-forma Warid4  reported         YoY    YoY (1)
    ---                                                                  ----------------  --------         ---     ------

    Total revenue, of which                                        7,154             6,685      6,531         9.5%       2.1%

       mobile and fixed service revenue                            6,891             6,456      6,309         9.2%       2.0%

       of which mobile data revenue                                1,383             1,026      1,014        36.4%      28.3%

    EBITDA                                                         2,834             2,485      2,449        15.7%      10.5%

    EBITDA underlying (2)                                          2,861             2,708      2,672         7.1%       2.3%

    EBITDA margin underlying (2)(EBITDA underlying/total revenue)  40.0%            40.5%     40.9%   (0.9p.p.)    0.1p.p.

    Profit/(loss) from continued operations                        (118)               36         70          n.m

    Profit from discontinued operations                                -              804        804          n.m

    Profit/(loss) for the period attributable to VEON shareholders (158)              737        771          n.m

    Underlying equity free cash flow excl. licenses (3)              965               900        900         7.2%

    Capital expenditures excl. licenses                              994               869        869        14.4%

    LTM capex excl. licenses/revenue                               18.4%            16.7%     16.8%      1.7p.p
    --------------------------------                                ----              ----       ----       ------


    1)             Organic change reflects changes in
                   revenue and EBITDA excluding foreign
                   currency movements and other
                   factors, such as businesses under
                   liquidation, disposals, mergers and
                   acquisitions. See Attachment C for
                   reconciliations

    2)             Underlying EBITDA excludes
                   exceptional items in Q3 2016
                   consisting of transformation costs
                   of USD 66 million and exceptional
                   items in Q3 2017 consisting of a net
                   benefit of USD 49 million, resulting
                   from exceptional income of USD 106
                   million from a one-off adjustment
                   to a vendor agreement, offset by
                   costs of USD 57 million related to
                   the performance transformation
                   programme and other legal costs. See
                   Attachment C for reconciliations

    3)             Underlying equity free cash flow
                   excluding licenses is defined as
                   free cash flow from operating
                   activities less free cash flow used
                   in investing activities (excluding
                   capex for licenses and withholding
                   tax related to Pakistan spectrum of
                   USD 29.5 million), excluding M&A
                   transactions, transformation costs
                   and other one-off items

    4)             Pro-forma assuming that the results
                   of Warid have been consolidated
                   (including intercompany
                   eliminations) within VEON's results
                   with effect from 1 January 2016,
                   this also applies for the
                   calculation of LTM EBITDA underlying
                   for the net leverage ratio at Q3
                   2016

Contents
MAIN EVENTS..............................................................................................................5
GROUP PERFORMANCE..........................................................................................8
COUNTRY PERFORMANCE...................................................................................12
CONFERENCE CALL INFORMATION...................................................................20
ATTACHMENTS........................................................................................................23

PRESENTATION OF FINANCIAL RESULTS
VEON's results presented in this earnings release are based on IFRS and have not been audited. "EBITDA" or "reported EBITDA" presented in this document is called "Adjusted EBITDA" in the Management's Discussion and Analysis of financial condition and results of operations (MD&A) section.

Certain amounts and percentages that appear in this earnings release have been subject to rounding adjustments. As a result, certain numerical figures shown as totals, including those in tables, may not be an exact arithmetic aggregation of the figures that precede or follow them.

All non-IFRS measures disclosed in the document, i.e. EBITDA, EBITDA margin, underlying EBITDA, underlying EBITDA margin, EBIT, net debt, equity free cash flow, organic growth, capital expenditures excluding licenses, last twelve months (LTM) Capex excluding licenses/Revenue, are reconciled to the comparable IFRS measures in Attachment C.

As at 7 November 2016, VEON Ltd. owns a 50% share of the Wind Tre Joint Venture (with CK Hutchison owning the other 50%) and we account for this joint venture using the equity method as we do not have control. All information related to the Wind Tre Joint Venture is the sole responsibility of the Wind Tre Joint Venture's management, and no information contained herein, including, but not limited to, the Wind Tre Joint Venture's financial and industry data, has been prepared by or on behalf of, or approved by, our management. VEON Ltd. is not making, and has not made, any written or oral representation or warranty, express or implied, of any nature whatsoever, with respect to any Wind Tre Joint Venture information included in this report. For further information on the Wind Tre Joint Venture and its accounting treatment, see "Item 5--Operating and Financial Review and Prospects--Key Developments and Trends--Wind Tre Joint Venture" "Explanatory Note--Accounting Treatment of our Historical WIND Business and the new Wind Tre Joint Venture" and Note 6 to our audited consolidated financial statements included in our Annual Report on Form 20-F for the year ended 31 December 2016.

All comparisons are on a year-on-year basis unless otherwise stated.

IFRS 15 'Revenue from contracts with customers' -- The Group is in the final stages of assessing the impact of IFRS 15. Based on the analysis performed thus far, the Company expects an immaterial impact on revenue recognition, due to currently existing product offering (i.e. prevailing pre-paid service offering). The Company expects that the annual impact stemming from capitalization of costs incurred in acquiring contracts with customers upon adoption in 2018 will also be immaterial for the Group's operating results.

IFRS 9 'Financial instruments' -- The Group is in the process of assessing the impact of IFRS 9, which may be material to the consolidated income statement and consolidated financial position of the Company, upon adoption in 2018.

MAIN EVENTS

VEON SUBMITTED A MANDATORY TENDER OFFER IN RELATION TO GLOBAL TELECOM HOLDING ("GTH")
On 8 November 2017, VEON submitted an application to the Egyptian Financial Supervisory Authority ("EFSA") to approve a mandatory tender offer ("MTO") by VEON Holdings B.V. for any and all of the outstanding shares of GTH which are not owned by VEON (up to 1,997,639,608 shares, representing 42.31% of GTH's total shares). The MTO will be funded by cash on hand and/or the utilization of undrawn credit facilities.

The proposed offer price under the MTO is EGP 7.90 per share, which is the same price as the most recent GTH share buy-back in February 2017. The current six-month volume-weighted average trading price of GTH's shares is EGP 6.63 and the current six-month simple average trading price of GTH´s shares is EGP 6.61.

The MTO is subject to EFSA approval. As the EFSA approval process is still pending, VEON is unable to comment further on this matter.

SIGNED AGREEMENT FOR TOWER SALE IN PAKISTAN FOR USD 940 MILLION EQUIVALENT, CLOSING EXPECTED BY THE END OF 2017
VEON and GTH announced on 30 August 2017 that their subsidiary in Pakistan, Jazz, signed an agreement for the sale of its tower business for approximately USD 940 million, subject to adjustments.

Jazz will be selling its wholly-owned tower company, Deodar, with a portfolio of approximately 13,000 telecommunication towers, to Tanzanite Tower (Private) Limited ("Tanzanite"), a tower operating company owned by edotco Group Sdn. Bhd. ("edotco") and Dawood Hercules Corporation ("Dawood").

The transaction will be on a cash and debt-free basis, with total consideration of PKR 98,700 million (USD 940 million)(1,2). The enterprise value represents a high single digit multiple of contributed annual EBITDA. At completion of the sale, Deodar will enter into a master services agreement ("MSA") with Jazz, whereby it will continue to provide tower services to Jazz. The initial term of this MSA is twelve years and is renewable at Jazz's discretion for three consecutive periods of five years each. As result of this, and from the completion of the transaction onwards, the company expects an annualized dilution of the Group's EBITDA margin of approximately 1.3(3) percentage points.

Proceeds from the transaction will be utilized for Jazz's funding of recently awarded spectrum and the repayment of a proportion of Jazz's outstanding debt. The remaining amount will be distributed to Jazz's shareholders by the end of 2018 and GTH will use these funds to repay outstanding debt.

PKR 69,930 million (USD 666 million)(1) of the PKR 79,800 million (USD 760 million)(1) cash consideration is expected to be received at closing, while the remainder will be paid within 12 months thereafter. The positive impact of this transaction on the net leverage ratio for the Group is expected to be approximately 0.1x on a pro-forma basis.

As a result of the terms of the Warid earn-out agreement, following the completion of the transaction, GTH's stake in Jazz will be approximately 83%. Completion of the transaction is subject to the satisfaction or waiver of certain conditions, including receipt of customary regulatory approvals, with the parties aiming for completion before the end of 2017.

WIND TRE COMPLETED THE FULL REFINANCING OF ITS DEBT, WHICH IS EXPECTED TO GENERATE APPROXIMATELY EUR 270 MILLION OF ANNUAL INTEREST SAVINGS TOGETHER WITH SIGNIFICANT IMPROVEMENTS TO THE MATURITY PROFILE
Wind Tre S.p.A. ("Wind Tre") successfully completed the refinancing of its external debt through a combination of (i) EUR 2.250 billion Senior Secured Floating Rate Notes due 2024, (ii) EUR 1.625 billion 2.625% Senior Secured Notes due 2023, (iii) EUR 1.750 billion 3.125% Senior Secured Notes due 2025 and (iv) USD 2.0 billion 5.0% Senior Secured Notes due 2026 (collectively, the "Notes"). Proceeds from the offering, along with proceeds under a new EUR 3.4 billion senior facilities agreement dated October 24, 2017 (consisting of a EUR 3.0 billion amortizing term loan and a EUR 400 million revolving credit facility) were used to: (i) repay outstanding amounts under the existing senior facilities agreement, (ii) repay loans with Wind Tre's subsidiary, Wind Acquisition Finance S.A. ("WAF"), which will use the funds to repay all of WAF's existing senior secured notes and senior notes (the "Existing Notes") and (iii) fund costs, fees and expenses, including call premia relating to the foregoing.


    1)             Assumed exchange rate of PKR/
                   USD: 105

    2)             PKR 18,900 million (USD 180
                   million) being in the form
                   of a vendor loan note,
                   payable to Jazz at or before
                   three years from closing

    3)             Calculated from VEON Q3 2017
                   LTM results

The refinancing marks a major milestone for Wind Tre and achieves a refinancing of all of its senior and junior secured third party debt with an optimized capital structure, reduced annualized interest costs and extended maturities. Annual gross interest savings from the refinancing are estimated to be around EUR 270 million and result in an average cost of debt of 2.7% following the refinancing compared to a 5.5% average cost of debt at the end of Q3 2017(1). These savings are incremental to previously announced opex and capex synergies of EUR 700 million per annum.

TELENOR COMPLETED THIRD SELL DOWN OF ITS EQUITY STAKE IN VEON INCREASING THE FREE FLOAT TO 29.2%
VEON's free float increased further to 29.2% during the quarter after Telenor East Holding II AS ("Telenor") sold 90,000,000 common shares in the form of American Depositary Shares ("ADSs") listed on the NASDAQ Global Select Market and common shares ("common shares") listed on Euronext Amsterdam at a public offering price of USD 4.15 per ADS or common share. The transaction settled on 25 September 2017.

VEON did not receive any proceeds from the sale of the shares by Telenor and Telenor's sale of the shares did not result in any dilution of the company's issued and outstanding shares. Telenor has indicated that the transaction was the final divestment of Telenor's VEON ADSs, as Telenor expects to use the balance of its remaining ADSs to exchange and/or redeem its outstanding 3 year exchangeable bond issued in September 2016, at which point in time the free float can move up to 43.8%.

LIBERALIZATION OF CURRENCY EXCHANGE RULES IN UZBEKISTAN
On 15 September 2017, VEON noted the announcements from the government of Uzbekistan, liberalizing the currency exchange rules and resetting the official exchange rate at 8,100 Uzbek som per U.S. dollar, which represented nearly a halving of the value of the Uzbek som to the U.S. dollar.

The Uzbek som denominated cash balances and deposits held by Unitel, VEON's Uzbek subsidiary, are now valued at approximately USD 372 million. Due to this significant amount of accumulated cash, Unitel has not been able to take advantage of the currency liberalization yet, but discussions are progressing with the Uzbek authorities on terms and conditions of converting the accumulated cash in the country into U.S. dollars.

The new official exchange rate will directly impact the reported results for the VEON group for two reasons. Firstly, the Uzbek som results of Unitel will now be translated into U.S. dollars at a higher exchange rate. Secondly, Unitel and all other telecommunications operators will experience an erosion of EBITDA resulting from the fixing of tariffs from U.S. dollars to Uzbek som at the prior official exchange rate. As a result, VEON expects annualized decreases in revenues of USD 300-350 million and in underlying EBITDA of USD 175-225 million. Based on 2016(2) total annual revenues of approximately USD 9 billion and underlying EBITDA of approximately USD 3.6 billion, the impact represents approximately 3.5% of revenues and approximately 5.5% of underlying EBITDA. The Group's net debt/underlying EBITDA ratio immediately increased by 0.1x, which was in line with our previously communicated expectations, while net assets decreased by approximately USD 430 million(3) compared to the previously communicated expectation of a decrease of USD 485 million, the difference being mainly attributable to foreign exchange assumptions.

AGREEMENT TO SELL THE LAOS OPERATIONS
VEON announced on 27 October 2017 that its wholly owned subsidiary, VimpelCom Holding Laos B.V., has entered into an agreement to sell its 78% stake in VimpelCom Lao Co. Ltd ("VimpelCom Lao") to the Government of the Lao People's Democratic Republic ("Government of the Lao PDR") for gross proceeds of USD 22 million. Following the sale, the Government of the Lao PDR will own 100% of the share capital of VimpelCom Laos.

The sale of VEON's operations in the Lao PDR is consistent with the Group's strategy to dispose of non-core assets. As at 30 June 2017, VimpelCom Lao had 289,000 customers.

Transfer of ownership of VimpelCom Lao to the Government of the Lao PDR is subject to the satisfaction of certain conditions, including receipt of necessary corporate and regulatory approvals. The net proceeds will be close to zero because the VimpelCom Lao entity has an outstanding loan and other receivables owing to VEON group entities, all of which will be discharged as part of the sale. The transaction is expected to close in Q1 2018.


    1)              Expected annualized interest
                    savings of EUR 270 million
                    assumes stable gross debt

    2)              2016 results including pro-
                    forma 12 months Warid

    3)              Of which USD 420 million have
                    been recognised in currency
                    translation reserve and USD
                    16 million (before tax) is
                    recognised in net foreign
                    exchange/(loss) gain and
                    others in VEON's income
                    statement

TROND WESTLIE SUCCEEDS ANDREW DAVIES AS GROUP CHIEF FINANCIAL OFFICER WITH EFFECT FROM TODAY. JOSH DREW (GROUP CHIEF COMPLIANCE OFFICER) AND JACKY SIMMONDS (GROUP CHIEF PEOPLE OFFICER) ALSO APPOINTED TO THE SENIOR MANAGEMENT TEAM
VEON announced that Trond Westlie will join VEON as Group Chief Financial Officer. Andrew Davies will remain an active member of the senior management team until the end of 2017 and will continue to be board member of Wind Tre. Trond Westlie joined VEON following the end of the quarter on 2 October 2017 and assumes his duties as Chief Financial Officer with effect from today. Trond is a highly experienced financial executive having been Chief Financial Officer of AP Moller-Maersk from 2010 to 2016 and Chief Financial Officer of Telenor from 2005 to 2009. He previously served as a member of the VEON Supervisory Board and was Chairman of its Audit Committee between July 2014 and August 2016.

Joshua Drew was appointed as Group Chief Compliance Officer on 5 October 2017. Josh joined VEON in July 2016 as Associate General Counsel and worked at Hewlett-Packard as Associate General Counsel prior to this.

Finally, VEON announced the appointment of Jacky Simmonds as Group Chief People Officer effective from 1 January 2018. Jacky is currently Group People Director at easyJet Plc.

All three executives will be members of VEON's senior management team and will report directly to Jean-Yves Charlier, Chief Executive Officer.

GROUP PERFORMANCE - Q3 2017

    --  Total revenue increased 4.0% year-on-year with organic growth of 3.2%
        year-on-year
    --  EBITDA increased 16.4%, including net exceptional income of USD 49
        million resulting from a USD 106 million one-off adjustment to a vendor
        agreement, partially offset by USD 57 million performance transformation
        costs and other legal costs
    --  Underlying EBITDA increased USD 31 million, and 3.5% organically
        year-on-year, to USD 993 million, leading to an underlying EBITDA margin
        of 40.4%, organically stable year-on-year
    --  Underlying equity free cash flow excluding licenses totalled USD 475
        million in Q3 and USD 965 million for the first nine months of 2017

FINANCIALS BY COUNTRY



    USD million               3Q17  3Q16   Reported   Organic    9M17         9M16         9M16        Reported       Organic
                                                YoY       YoY            pro-forma     reported             YoY           YoY
                                                                             Warid

    Total revenue            2,456  2,361        4.0%      3.2%   7,154         6,685         6,531             9.5%          2.1%


    Russia                   1,229  1,090       12.7%      2.9%   3,523         2,984         2,984            18.1%          1.3%

    Pakistan                   391    368        6.2%      6.9%   1,146         1,080           926            23.8%          6.4%

    Algeria                    238    265      (9.9%)    (9.8%)     701           794           794          (11.6%)       (11.1%)

    Bangladesh                 144    157      (7.9%)    (4.6%)     443           469           469           (5.5%)        (2.9%)

    Ukraine                    166    155        7.8%     10.0%     463           436           436             6.2%         10.5%

    Uzbekistan                 130    169     (22.9%)     24.4%     436           498           498          (12.5%)         18.3%

    HQ                           -                                  -            -

    Other and eliminations     158    157        0.6%               442           424           424            10.0%
    ----------------------     ---    ---         ---                ---           ---           ---             ----


    Service revenue          2,359  2,276        3.6%      3.0%   6,891         6,456         6,309             9.2%          2.0%


    Russia                   1,174  1,056       11.2%      1.5%   3,376         2,883         2,883            17.1%          0.5%

    Pakistan                   363    345        5.2%      5.9%   1,068         1,018           871            22.6%          5.2%

    Algeria                    233    263     (11.5%)   (11.3%)     689           787           787          (12.5%)       (11.9%)

    Bangladesh                 140    153      (8.9%)    (5.6%)     431           458           458           (6.1%)        (3.6%)

    Ukraine                    166    154        7.6%      9.8%     461           434           434             6.3%         10.6%

    Uzbekistan                 130    169     (23.0%)     24.3%     435           498           498          (12.6%)         18.2%

    HQ

    Other and eliminations     153    136       12.5%               431           378           378            14.5%
    ----------------------     ---    ---        ----                ---           ---           ---             ----


    EBITDA                   1,042    896       16.4%     16.7%   2,834         2,485         2,449            15.7%         10.5%


    Russia                     479    413       15.7%      5.7%   1,359         1,155         1,155            17.6%          1.1%

    Pakistan                   209    147       41.8%     42.8%     530           413           378            40.3%         28.6%

    Algeria                    115    136     (14.8%)   (14.6%)     334           422           422          (20.8%)       (20.3%)

    Bangladesh                  56     73     (23.8%)   (21.1%)     186           212           212          (12.3%)       (10.0%)

    Ukraine                     90     86        6.0%      8.2%     254           237           237             7.4%         11.8%

    Uzbekistan                  66     96     (30.9%)     10.3%     228           290           290          (21.4%)          5.7%

    HQ                        (30)  (95)    (68.9%)             (200)        (329)        (332)         (39.3%)

    Other and eliminations      57     40       39.5%               143            84            87           189.5%


    EBITDA margin            42.4% 37.9%   4.5 p.p.             39.6%        37.2%        37.5%      (2.1 p.p.)
    -------------             ----   ----    --------              ----          ----          ----        ---------


    EBITDA underlying          993    962        3.2%      3.5%   2,861         2,708         2,672             7.1%          2.3%


    Russia                     478    419       14.0%      4.1%   1,361         1,164         1,164            16.9%          0.5%

    Pakistan                   215    154       39.5%     40.4%     548           440           403            36.0%         25.4%

    Algeria                    116    148     (21.9%)   (21.8%)     335           435           435          (23.0%)       (22.6%)

    Bangladesh                  57     73     (22.1%)   (19.3%)     187           222           222          (15.9%)       (13.7%)

    Ukraine                     91     86        6.2%      8.5%     256           236           236             8.3%         12.7%

    Uzbekistan                  67     96     (30.9%)     10.3%     230           287           287          (20.6%)          6.9%

    HQ                        (91)  (57)    (60.3%)             (221)        (204)        (204)          (8.3%)

    Other and eliminations      60     43       45.3%               165           128           128            22.4%


    EBITDA margin underlying 40.4% 40.7%  (0.3 p.p)             40.0%        40.5%        40.9%      (0.9 p.p.)
    ------------------------  ----   ----    --------              ----          ----          ----        ---------

Group revenue for Q3 2017 increased 4.0% year-on-year to USD 2.5 billion, while organic growth was 3.2%, driven by strong revenue growth in Russia, Pakistan, Ukraine and Uzbekistan, with continued pressure in Algeria and Bangladesh.

Mobile data revenue continued to show strong organic growth at 26.6% during the quarter, with total mobile customers increasing 2.3% to 211 million at the end of Q3 2017, primarily driven by Russia, Pakistan, Bangladesh and Ukraine. The Group continues to see strong uptake in its fixed-mobile convergence ("FMC") proposition, which reached more than one million customers in Q3 2017.

Reported EBITDA increased 16.4% to USD 1,042 million, which included USD 49 million of exceptional income driven by a USD 106 million one-off adjustment to a vendor agreement partially offset by USD 57 million of costs from the Group-wide performance transformation program and other costs. Underlying EBITDA increased 3.5% organically year-on-year to USD 993 million, leading to an underlying EBITDA margin of 40.4%, organically stable year-on-year. The reconciliation table for reported EBITDA and underlying EBITDA is set forth in Attachment C.

For the discussion of each country's individual performances below, all trends are expressed in local currency.

In Russia, total revenue in Q3 2017 increased 2.9%, driven by an increase in mobile revenue, partially offset by a decrease in fixed-line service revenue. Mobile data revenue continued to grow strongly increasing by 13.8%. Reported EBITDA increased by 5.7%, while underlying EBITDA increased by 4.1%, adjusted for exceptional costs in Q3 2016 and Q3 2017 related to the performance transformation program.

In Pakistan, VEON acquired Warid in 2016, strengthening its leading position in the market. As a result, Warid's financial results have been consolidated into VEON´s financial statements with effect from 1 July 2016, which means that this is the first quarter in which the Pakistan financials are fully comparable year-on-year. Total revenue grew by 6.9%, mainly due to growth in data and financial services revenues. Data revenue grew by 38.9%, driven by an increase in data customers through higher bundle engagement and continued 3G network expansion. Reported EBITDA margin increased to 53.3% (+13.4 percentage points year-on-year), benefitting from revenue growth, opex synergies and a positive impact of PKR 3.5 billion from the release of historic SIM tax accruals. Underlying EBITDA margin, excluding the negative impact of PKR 0.7 billion for performance transformation and integration costs, was 55.1% in Q3 2017, improving by 13.1 percentage points year-on-year while the underlying EBITDA margin, excluding the above-mentioned release of historic SIM tax accruals, would have been 47.3%.

In Algeria, total revenue decreased 9.8% with service revenue decreasing 11.3% as Djezzy continues to operate in a challenging environment with high inflation, increased VAT and taxes on recharges following the new Finance Law enacted on 1 January 2017, and intense competition on data pricing. Price competition, on both voice and data, caused continued reduction in ARPU and a year-on-year increase in churn. Data revenue growth was 55.0%, due to higher usage and a substantial increase in data customers as a result of the 3G and 4G/LTE network roll-out and the simplified data-centric pricing architecture. Underlying EBITDA, adjusted for exceptional costs related to the performance transformation program in Q3 2017, decreased by 21.8%, mainly due to the decline in revenue.

In Bangladesh, total revenue decreased by 4.6%, driven by a 5.6% decline in service revenue. The decline in service revenue was partially due to the spectrum disadvantage and resulting gap in 3G network coverage versus the market leader, along with adverse weather conditions during the quarter. In addition, the market is still characterized by intense price competition which more than offset the continued increase in data revenue of 28.0%. The company's underlying EBITDA decreased by 19.3%, mainly due to the declining revenue trend, customer acquisition activity and technical expenses during the quarter.

In Ukraine, total revenue increased by 10.0% with mobile service revenue growing by 10.2%, driven by successful commercial activities and continued strong growth of mobile data revenue which grew by 70.4%. The growth of mobile data revenue was driven by an increase in data customers, successful marketing activities and increased penetration of data-centric tariffs. Underlying EBITDA, adjusted for performance transformation costs in Q3 2017, grew by 8.5%.

Uzbekistan continued to report strong revenue growth, despite the liberalization of the Uzbek som on 4 September 2017. As a result of this liberalisation, the company´s tariffs, which had previously been pegged to the U.S. dollar, were fixed in Uzbek soms at the FX rate of UZS 4,210 to the U.S. dollar. Total revenue increased 24.4% and mobile service revenue increased 24.3%, supported by successful marketing activities, increased revenues from interconnect services, value added services and mobile data revenue growth of 31.0%. Underlying EBITDA increased 10.3%, driven by increased revenue, partially offset by higher interconnect costs as a result of both higher off-net usage and a negative currency effect, together with increases in customer costs, content costs, frequency fees and structural opex.

The HQ segment includes the costs of VEON's headquarters in Amsterdam, the London digital office and the Eurasia Hub. In Q3 2017, corporate costs increased by USD 34 million year-on-year largely due to increased HR costs related to variable remuneration plans and significant increase in headcount mainly related to the digital strategy.

"Other" includes the results of Kazakhstan, Kyrgyzstan, Armenia, Georgia, Tajikistan and intercompany eliminations.

INCOME STATEMENT & CAPITAL EXPENDITURES



    USD million                                                     3Q17     3Q16  Reported      9M17         9M16         9M16      Reported
                                                                                        YoY              pro-forma     reported           YoY
                                                                                                             Warid

    Total revenue                                                  2,456     2,361       4.0%     7,154         6,685         6,531           9.5%

    Service revenue                                                2,358     2,276       3.6%     6,891         6,456         6,309           9.2%

    EBITDA                                                         1,042       896      16.4%     2,834         2,485         2,449          15.7%

    EBITDA margin                                                  42.4%    37.9%   4.5p.p.     39.6%        37.2%        37.5%       2.1p.p.

    Depreciation, amortization, impairments and other              (481)    (490)    (1.7%)   (1,539)      (1,512)      (1,456)          5.7%

    EBIT                                                             561       406      38.1%     1,295           972           993          30.4%

    Financial income and expenses                                  (202)    (211)    (3.7%)     (603)        (580)        (565)          6.8%

    Net foreign exchange (loss)/gain and others                       25         4       n.m.      (65)           43            37           n.m.

    Share of profit/(loss) of joint ventures and associates         (60)     (13)      n.m.     (256)         (29)         (29)          n.m.

    Impairment of JV and associates                                    -        -               (110)            -            -          n.m.

    Profit before tax                                                324       186      74.4%       261           406           436        (40.1%)

    Income tax expense                                             (173)    (114)     53.7%     (379)        (370)        (366)          3.6%

    Profit/(loss) from continued operations                          151        72     109.5%     (118)           36            70            n.m

    Profit  from discontinued operations                               -      421        n.m         -          804           804            n.m

    Profit/(loss) for the period attributable to VEON shareholders   125       445      (72%)     (158)          737           771            n.m
    --------------------------------------------------------------   ---       ---       ----       ----           ---           ---            ---


                                                                    3Q17     3Q16  Reported      9M17         9M16         9M16      Reported
                                                                         reported       YoY              pro-forma     reported           YoY
                                                                                                             Warid

    Capex                                                            406       426     (5.0%)     1,318           996           971          35.7%

    Capex excl. licenses                                             398       382       4.0%       993           869           823          20.7%

    Capex excl.licenses/revenue                                    16.2%    16.2%    0.0p.p

    LTM capex excl. licenses/revenue                               18.4%    16.7%   1.7p.p.
    --------------------------------                                ----      ----    -------

Q3 2017 ANALYSIS

EBIT increased year-on-year to USD 561 million, due to the growth in EBITDA and stable depreciation and amortization.

The strong increase in profit before tax to USD 324 million was driven by the increase in EBIT, higher year-on-year FX gains, partially offset by the loss in JV and associates. Net FX losses and other gains of USD 25 million are driven by a USD 44 million one-off arbitration award related to a prior WIND indemnification. VEON's 50% share of loss of the Wind Tre joint venture, which amounted to USD 60 million, was driven by accelerated depreciation and amortization for the network modernization.

Prior to the Wind Tre joint venture closing in November 2016, WIND had been accounted for as a discontinued operation and classified as held for sale under IFRS rules since Q3 2015. As a result, the Q3 2016 results were positively affected by the elimination of depreciation and amortization charges from the results of WIND. Following the closing of the Wind Tre joint venture transaction, this "discontinued operations" accounting treatment is no longer applicable in 2017.

Income tax expense increased in Q3 2017 to USD 174 million mainly due to higher taxable profit in Russia and Pakistan and higher withholding taxes related to dividends from Pakistan and Algeria.

In Q3 2017, the company recorded a profit for the period attributable to VEON shareholders of USD 125 million.

Capex excluding licenses increased 4.0% to USD 398 million in Q3 2017 primarily due to improved capex planning, compared to back end loaded capex in FY 2016 and improved coverage and network availability in Bangladesh.

The LTM (Last Twelve Months) ratio of capex (excluding licenses) to revenue was 18.4% in Q3 2017, with the Q3 2017 stand-alone ratio at 16.2%, stable year-on-year.

FINANCIAL POSITION & CASH FLOW



    USD million                                    3Q17  2Q17    QoQ

    Total assets                                 20,280 21,034  (3.6%)

    Shareholders' equity                          4,809  5,355 (10.2%)

    Gross debt                                   11,437 11,624  (1.6%)

    Net debt                                      8,672  8,403    3.2%

    Net debt/underlying LTM EBITDA                  2.3    2.2
    ------------------------------                  ---    ---


    USD million                                    3Q17  3Q16    YoY      9M17       9M16       YoY

    Net cash from/(used in) operating activities    834    988   (154)     1,996       1,430        566

    from continued operations                       833    741      92      1,996         808      1,190

    from discontinued operations                      -   247   (247)         -        622      (624)

    Net cash from/(used in) investing activities  (376) (493)    117    (1,690)    (1,670)      (20)

    from continued operations                     (376) (324)   (52)   (1,690)    (1,091)     (599)

    from discontinued operations                      - (169)    169          -      (579)       579

    Net cash from/(used in) financing activities  (519) (370)  (149)     (356)        349      (705)

    from continued operations                     (519) (360)  (159)     (356)        369      (726)

    from discontinued operations                      -  (10)     10          -       (20)        21
    ----------------------------                    ---   ---     ---        ---        ---        ---

Total assets decreased compared to Q2 2017 mainly driven by the Uzbek som devaluation, which almost halved the U.S. dollar equivalent value of the assets in the country.

Gross debt decreased 1.6% quarter on quarter mainly due to the refinancing of the USD 1 billion Alfa Bank facilities, through new ruble facilities of USD 819 million equivalent at HQ with Alfa Bank and VTB.

Net cash from operating activities decreased year-on-year in Q3 2017 by USD 154 million, as the USD 92 million higher cash flow from continued operations was more than offset by the year-on-year decrease in net cash from discontinued operations as a result of the closing of the Wind Tre joint venture transaction in November 2016, from which time onwards Italy is no longer accounted for as a discontinued operation.

Net cash flow used in investing activities increased year-on-year by USD 117 million. Q3 2016 benefited from a USD 81 million loan repaid by Warid to Mobilink, more than offset by the impact of accounting change for Italy which is no longer accounted for as a discontinued operation.

Net cash used in financing activities increased in Q3 2017, mainly due to USD 186 million of interim dividend payments in September 2017 to VEON equity holders and USD 87 million paid to non-controlling interests.


COUNTRY PERFORMANCE - Q3 2017

    --  Russia
    --  Pakistan
    --  Algeria
    --  Bangladesh
    --  Ukraine
    --  Uzbekistan
    --  Italy

RUSSIA



    RUB million                                                                                             3Q17           3Q16      YoY    9M17     9M16          YoY

    Total revenue                                                                                         72,559          70,529      2.9% 205,472   202,873          1.3%

    Mobile service revenue                                                                                59,164          56,784      4.2% 167,186   162,348          3.0%

    Fixed-line service revenue                                                                            10,114          11,459   (11.7%)  29,663    33,578       (11.7%)

    EBITDA                                                                                                28,239          26,710      5.7%  79,234    78,389          1.1%

    EBITDA underlying                                                                                     28,202          27,090      4.1%  79,401    78,999          0.5%

    EBITDA margin                                                                                          38.9%          37.9%  1.0p.p.   38.6%    38.6%    (0.1p.p.)

    EBITDA underlying margin                                                                               38.9%          38.4%  0.5p.p.   38.6%    38.9%    (0.3p.p.)

    Capex excl. licenses                                                                                  10,906           9,444     15.5%  25,483    19,817         28.6%

    LTM Capex excl. licenses /revenue                                                                      17.1%          15.7%  1.3p.p.


    Mobile

    Total revenue                                                                                         62,417          59,044      5.7% 175,730   169,167          3.9%

    - of which mobile data                                                                                15,284          13,426     13.8%  43,697    37,685         16.0%

    Customers (mln)                                                                                         58.8            58.4      0.7%       -        -            -

    - of which data users (mln)                                                                             39.1            36.2      8.0%       -        -            -

    ARPU (RUB)                                                                                               334             324      3.2%       -        -            -

    MOU (min)                                                                                                325             336    (3.3%)       -        -            -

    Data usage (MB/user)                                                                                   2,816           2,037     38.3%       -        -            -

    Fixed-line(1)

    Total revenue                                                                                         10,142          11,485   (11.7%)  29,742    33,706       (11.8%)

    Broadband revenue                                                                                      2,532           2,806    (9.8%)   7,761     8,808       (11.9%)

    Broadband customers (mln)                                                                                2.2             2.1      3.2%       -        -            -

    Broadband ARPU (RUB)                                                                                     384             438   (12.5%)       -        -            -
    -------------------                                                                                      ---             ---    ------      ---      ---          ---

    Note: fixed-line, mobile revenue and their components have been restated to align them with Group accounting policies

Performance in Russia continued to improve during Q3 2017, but the market conditions and competition remain challenging.

Total revenue in Q3 2017 increased 2.9% to RUB 72.6 billion, driven by an increase in mobile service revenue and sales of equipment and accessories. Mobile service revenue increased by 4.2% to RUB 59.2 billion, driven by growth mobile data, value added services and mobile financial services, partially offset by a decrease in voice revenue.

Beeline has increased its focus on the B2B segment, improving its proposition with more customized offers and solutions to both small and large enterprises. As a result, mobile service revenue in the B2B segment showed strong dynamics in a stagnating market, growing 6.7% year-on-year, driven by a growth of 8% in the customer base. Overall, B2B revenue contributed RUB 16.2 billion to revenue.

Mobile data revenue continued its strong growth, increasing 13.8% to RUB 15.3 billion, resulting from increased penetration of integrated bundles and smartphones together with data traffic growth. Mobile ARPU continued to improve, showing growth of 3.2%, driven by successful upselling activities and continued efforts to simplify tariff plans, while also being supported by increased penetration of bundled propositions in the customer base. Beeline's mobile customer base increased by 0.7% year-on-year to 58.8 million in Q3 2017.

Fixed-line service revenue decreased by 11.7% to RUB 10.1 billion, mainly driven by the effect of the strengthening ruble on foreign currency contracts and growing penetration of FMC in the customer base to more than 800,000 customers.

Reported EBITDA increased by 5.7% to RUB 28.2 billion, while underlying EBITDA increased by 4.1%, adjusted for exceptional costs related to the performance transformation program. The underlying EBITDA margin was 38.9%, representing a year-on-year improvement of 0.5 percentage points. In September 2017, Beeline started a national promotion campaign for the VEON internet platform, after its soft launch in July 2017. The increased costs related to the VEON internet platform roll-out are expected to negatively impact EBITDA margins for the remainder of this year. Furthermore, Beeline expects additional EBITDA margin pressure related to the Euroset transaction. The annualized negative impact on VEON Group's EBITDA margin as a result of the Euroset transaction is expected to be approximately 1.5 percentage points (based on VEON'S Q3 2017 LTM results).

Capex excluding licenses increased 15.5% year-on-year during the quarter as a result of improved capex planning, compared to back end loaded capex in FY 2016. The LTM capex to revenue ratio for Q3 2017 was 17.1%.

PAKISTAN



    PKR billion                                                                                      3Q17   3Q16       YoY    9M17       9M16        YoY
                                                                                                                                     pro-forma
                                                                                                                                         Warid

    Total revenue                                                                                    41.2    38.5       6.9%   120.3       113.1        6.4%

    Mobile service revenue                                                                           38.2    36.1       5.9%   112.1       106.6        5.2%

    of which mobile data                                                                              6.4     4.6      38.9%    17.4        12.6       37.9%

    EBITDA                                                                                           22.0    15.4      42.8%    55.7        43.3       28.6%

    EBITDA underlying                                                                                22.7    16.2      40.4%    57.5        45.9       25.4%

    EBITDA margin                                                                                   53.3%  40.0%  13.4p.p.   46.2%      38.3%    8.0p.p.

    EBITDA underlying margin                                                                        55.1%  42.0%  13.1p.p.   47.8%      40.6%    7.2p.p.

    Capex excl. licenses                                                                              8.2     7.6       8.1%    18.6        15.6       19.2%

    LTM capex excl. licenses/revenue                                                                18.1%  15.9%   2.2p.p.


    Mobile

    Customers (mln)                                                                                  53.1    51.0       4.1%

    - of which data users (mln)                                                                      28.4    24.7      15.0%

    ARPU (PKR)                                                                                        241     241       0.0%

    MOU (min)(1)                                                                                      512     522     (2.0%)

    Data usage (MB/user)                                                                              573     421      36.1%
    --------------------                                                                              ---     ---       ----

    (1) MoU and ARPU have been adjusted in 2016 due to a change of components in the definition of traffic

In July 2016, VEON acquired Warid, strengthening its leading position in Pakistan, and as a result, Warid's financial results have been consolidated into VEON´s financial statements with effect from 1 July 2016. Consequently, this is the first quarter in which the 2017 results of Pakistan are fully comparable year-on-year.

Jazz continued to show mid single-digit growth of both revenue and customers despite the aggressive market. Revenue growth of 6.9% year-on-year was supported by continued growth in mobile data revenue which grew 38.9% year-on-year, driven by an increase in data customers through higher bundle engagement and the continued 3G network expansion. The customer base increased by 4.1% year-on-year driven by continued customer satisfaction achieved by a focus on price simplicity and efficient distribution channel management. Jazz sees data and voice monetization among its key priorities, underpinned by the ambition to offer the best network in terms of both quality of service and coverage.

The reported EBITDA margin increased to 53.3% (+13.4 percentage points year-on-year), benefitting from revenue growth, opex synergies and a positive impact of PKR 3.5 billion from the release of historic SIM tax accruals.

Underlying EBITDA margin, excluding the negative impact of PKR 0.7 billion for performance transformation and integration costs, was 55.1% in Q3 2017, improving by 13.1 percentage points year-on-year while the margin, excluding the above-mentioned release of historic SIM tax accruals, would have been 47.3%.

Capex increased to PKR 8.2 billion in Q3 2017 while the LTM capex to revenue ratio was 18.1% in Q3 2017 (12.5% excluding integration capex), broadly in line with Q2 2017. At the end of the Q3 2017, 3G was offered in more than 350 cities while 4G/LTE was offered in over 50 cities (defined as being those cities with at least 3 base stations per city).

The Warid integration is ahead of schedule and, having fully achieved the target run-rate of synergies announced with the transaction to merge Mobilink with Warid, Jazz remains fully focused and on track to complete the network integration activities by the end of 2017.

Finally, on 30 August 2017 VEON announced that Jazz had signed an agreement for the sale of its tower business ("Deodar") to Tanzanite, a tower operating company owned by edotco and Dawood, for PKR 98,700 million (USD 940 million equivalent) subject to adjustments. Following the classification of Deodar as a disposal group held-for-sale on 30 June 2017, VEON is no longer accounting for depreciation and amortization charges on these assets.

Completion of the transaction is subject to the satisfaction or waiver of certain conditions including receipt of customary regulatory approvals. The approval process is in progress and on track, with the parties aiming for completion to occur before the end of 2017. As result of this, and from the completion of the transaction onwards, the company expects an annualized negative impact on the Group's EBITDA margin of approximately 1.3 percentage points (based on Q3 2017 LTM results).

ALGERIA



    DZD billion                                                                                             3Q17  3Q16        YoY    9M17    9M16          YoY

    Total revenue                                                                                           26.2   29.0      (9.8%)    76.9     86.5       (11.1%)

    Mobile service revenue                                                                                  25.6   28.9     (11.3%)    75.5     85.8       (11.9%)

    of which mobile data                                                                                     3.3    2.1       55.0%     9.3      5.6         66.4%

    EBITDA                                                                                                  12.7   14.9     (14.6%)    36.6     45.9       (20.3%)

    EBITDA underlying                                                                                       12.7   16.3     (21.8%)    36.7     47.4       (22.6%)

    EBITDA margin                                                                                          48.5% 51.3%  (2.8p.p.)   47.6%   53.1%    (5.5p.p.)

    EBITDA underlying margin                                                                               48.7% 56.2%  (7.5p.p.)   47.7%   54.8%    (7.1p.p.)

    Capex excl. licenses                                                                                     4.6    4.3        6.4%    10.7     12.0       (10.9%)

    LTM capex excl. licenses/revenue                                                                       16.2% 16.3%  (0.1p.p.)


    Mobile

    Customers (mln)                                                                                         15.2   15.9      (4.5%)

    - of which mobile data customers (mln)                                                                   7.3    6.4       13.6%

    ARPU (DZD)                                                                                               553    593      (6.7%)

    MOU (min)(1)                                                                                             415    335       23.9%

    Data usage (MB/user)                                                                                     515    345       49.0%
    --------------------                                                                                     ---    ---        ----

    (1) MoU and ARPU have been adjusted in 2016 due to a change of components in the definition of traffic

Djezzy's operational turnaround continued in Q3 2017, despite a challenging regulatory and macro-economic environment which remains characterized by strong competitive and inflationary pressures. As previously disclosed, the new Finance Law, with came into effect from January 2017, increased VAT from 7% to 19% on data services and from 17% to 19% on voice services and also increased taxes on recharges from 5% to 7%. These higher indirect taxes influenced Djezzy's performance in relation to both revenue and EBITDA as these taxes could not be passed on to customers.

Revenue decreased by 9.8% year-on-year, slowing the year-on-year trend seen in Q2 2017. Price competition, on both voice and data, caused continued reduction of ARPU and a year-on-year increase in churn. Djezzy's Q3 2017 service revenue was DZD 25.6 billion, an 11.3% reduction, while data revenue growth was 55.0%, due to higher usage and a substantial increase in data customers as a result of the 3G and 4G/LTE network roll-out. This positive data revenue trend is also supported by the simplified data-centric pricing architecture.

The customer base in Algeria decreased 4.5% to 15.2 million as a result of competitive pressure in the market with ARPU declining by 6.7%, further slowing the trend compared to Q2 2017, primarily caused by the intense price competition.

In Q3 2017, EBITDA decreased by 14.6% year-on-year while underlying EBITDA, which in Q3 2016 was adjusted for exceptional costs of DZD 47 million related to the performance transformation program, decreased 21.8% to DZD 12.7 billion primarily due to the revenue decline. Underlying EBITDA margin remains strong at 48.7% and excluding the impact of the changes to indirect taxes with effect from 1 January 2017, the underlying EBITDA margin would have been 50.9%.

At the end of Q3 2017, the company's 4G/LTE services covered 24 wilayas and more than 22.2% of the country's population, while the 3G network covers all 48 wilayas. Q3 2017 capex was DZD 4.6 billion, a 6.4% year-on-year reduction, with a LTM capex to revenue of 16.2%.

The Algerian regulatory environment has improved since Q3 2017 with mobile termination rate ("MTR") symmetry in place from 31 October 2017.

BANGLADESH



    BDT billion                             3Q17  3Q16        YoY    9M17    9M16          YoY

    Total revenue                           11.7   12.3      (4.6%)    35.7     36.7        (2.9%)

    Mobile service revenue                  11.3   12.0      (5.6%)    34.7     35.9        (3.6%)

    of which mobile data                     1.7    1.3       28.0%     4.7      3.5         33.9%

    EBITDA                                   4.5    5.7     (21.1%)    14.9     16.6       (10.0%)

    EBITDA underlying                        4.6    5.7     (19.4%)    15.0     17.4       (13.7%)

    EBITDA margin                          38.6% 46.7%  (8.1p.p.)   41.9%   45.2%    (3.3p.p.)

    EBITDA underlying margin               39.5% 46.7%  (7.2p.p.)   42.2%   47.4%    (5.2p.p.)

    Capex excl. licenses                     2.3    1.7       31.9%     4.5      5.6       (20.9%)

    LTM capex excl. licenses/revenue       20.1% 18.3%    1.8p.p.


    Mobile

    Customers (mln)                         31.4   29.0        8.4%

    - of which mobile data customers (mln)  17.1   14.6       17.1%

    ARPU (BDT)                               121    133      (8.6%)

    MOU (min)                                280    322     (13.0%)

    Data usage (MB/user)                     523    254      106.4%
    --------------------                     ---    ---       -----

In Bangladesh, Q3 2017 results were influenced by technical costs to restore network availability following flooding caused by severe monsoons along with intense market competition, in particular on customer acquisition. During the quarter, the focus was on restoring network availability and on customer acquisition, following the completion of the Government-mandated SIM re-verification program.

The customer base grew 8.4% year-on-year, reversing the negative trend from Q2, and this increase was fuelled by aggressive customer acquisition campaigns in the market by all operators.

Total revenue in Q3 2017 decreased by 4.6% year-on-year while Banglalink's service revenue decreased year-on-year by 5.6% to BDT 11.3 billion. The mid single-digit decline in service revenue is mainly attributable to the gap in 3G network coverage compared to the market leader and due to network availability issues caused by the extreme weather conditions in the country. In addition, the market remains characterized by intense price competition, which accelerated following the SIM re-verification process and which more than offset the continued increase in data revenue of 28.0%, which itself was driven by increased smart-phone penetration. Data revenue growth was driven by data usage growth of 106.4% along with 17.1% growth in active data users. ARPU decreased year-on-year as a result of the pricing pressure in the market.

Banglalink's underlying EBITDA in Q3 2017 decreased by 19.4% to BDT 4.6 billion, which was mainly caused by the revenue erosion together with higher customer acquisition costs and increased technical expenses to improve network availability, which more than offset savings from the performance transformation program. As a result, in Q3 2017, the underlying EBITDA margin was 39.5%, which represents a year-on-year reduction of 7.2 percentage points.

In Q3 2017, capex excluding licenses increased 31.9% year-on-year to BDT 2.3 billion, with a LTM capex to revenue ratio of 20.1%. Banglalink continues to invest in efficient, high-speed data networks aiming to substantially improve its 3G network coverage and availability. The 3G network covered approximately 69% of the population at the end of Q3 2017.

On the regulatory front, the Government of Bangladesh approved the Regulatory and Licensing Guidelines for 4G/LTE Cellular Mobile Services and Spectrum Auction Guidelines. A spectrum auction may occur by the first half of 2018, which could result in significant expenditures.

Banglalink is currently evaluating alternatives to improve its capital structure in the form of an additional credit facility and the proceeds from any such activity may be used for the refinancing of existing debt and general corporate purposes (including capital expenditures).

Finally, the Ministry of Post, Telecommunications and Information Technology issued a public consultation on draft Regulatory and Licensing Guidelines for Tower Sharing. The industry has provided comments on these guidelines to the Government of Bangladesh.

UKRAINE




    UAH million                       3Q17  3Q16        YoY    9M17     9M16        YoY

    Total revenue                    4,316  3,922       10.0%  12,245    11,079       10.5%

    Mobile service revenue           4,024  3,652       10.2%  11,352    10,250       10.8%

    Fixed-line service revenue         275    261        5.1%     847       782        8.3%

    EBITDA                           2,349  2,170        8.2%   6,727     6,019       11.8%

    EBITDA underlying                2,355  2,170        8.5%   6,762     5,999       12.7%

    EBITDA margin                    54.4% 55.3%  (0.9p.p.)   54.9%    54.3%    0.6p.p.

    EBITDA underlying margin         54.6% 55.3%  (0.8p.p.)   55.2%    54.1%    1.1p.p.

    Capex excl. licenses               643    860     (25.3%)   2,084     1,836       13.5%

    LTM capex excl. licenses/revenue 18.1% 18.6%  (0.5p.p.)


    Mobile

    Total operating revenue          4,042  3,661       10.4%  11,398    10,297       10.7%

    - of which mobile data           1,123    659       70.4%   2,901     1,699       70.8%

    Customers (mln)                   26.4   26.3        0.8%       -        -          -

    - of which data customers (mln)   11.8   10.6       10.8%                           -

    ARPU (UAH)                          50     46        8.2%       -        -          -

    MOU (min)                          570    544        4.8%       -        -          -

    Data usage (MB/user)               835    400      108.4%       -        -          -

    Fixed-line

    Total operating revenue            275    261        5.1%     847       782        8.3%

    Broadband revenue                  167    150       11.9%     504       448       12.6%

    Broadband customers (mln)          0.8    0.8      (0.2%)       -        -          -

    Broadband ARPU (UAH)                69     62       11.7%       -        -          -
    -------------------                ---    ---        ----      ---      ---        ---

Kyivstar continued to deliver robust results in Q3 2017 and, in an increasingly competitive environment, the company remains the clear leader in both customer market share and NPS.

Total revenue increased 10.0% year-on-year to UAH 4.3 billion in Q3 2017 while mobile service revenue grew 10.2% to UAH 4.0 billion. This was driven by continued strong growth of mobile data revenue, which increased 70.4% as a result of growing data customers, and successful marketing activities driven by the continued 3G network roll-out and data-centric tariffs. As a result, data consumption per user more than doubled in Q3 2017 compared with the same quarter in the previous year.

Kyivstar´s mobile customer base increased 0.8% to 26.4 million in Q3 2017, due to higher gross additions, while mobile ARPU continued to increase by 8.2% year-on-year to UAH 50.

Fixed-line service revenue increased 5.1% to UAH 275 million, supported by broadband revenue which increased by 12% and which was driven primarily by the FMC launch. The fixed broadband customer base is stable year-on-year at 0.8 million and fixed broadband ARPU increased 11.7% year-on-year to UAH 69.

EBITDA increased 8.2% to UAH 2.3 billion in Q3 2017, representing an EBITDA margin of 54.4%, while underlying EBITDA, adjusted for performance transformation costs of UAH 6 million in Q3 2017, grew 8.5% year-on-year, driven by higher revenue partially mitigated by increased structural opex and commercial costs while underlying EBITDA margin decreased by 0.8 percentage points to 54.6%.

Q3 2017 capex was UAH 643 million with an LTM capex to revenue ratio of 18.1% and Kyivstar continued to roll out its 3G network in Q3 2017, reaching a population coverage of 73% up from 52% in the same quarter last year.

UZBEKISTAN




    UZS bln                                                                                                        3Q17  3Q16        YoY    9M17    9M16          YoY

    Total revenue                                                                                                   625    502       24.4%   1,714    1,450         18.3%

    Mobile service revenue                                                                                          620    499       24.3%   1,702    1,439         18.3%

    - of which mobile data                                                                                          149    114       31.0%     423      326         29.7%

    Fixed-line service revenue                                                                                        4      3       19.1%      11       10          9.5%

    EBITDA                                                                                                          316    287       10.3%     893      845          5.7%

    EBITDA underlying                                                                                               316    287       10.3%     900      836          7.7%

    EBITDA margin                                                                                                 50.6% 57.1%  (6.5p.p.)   52.1%   58.3%    (6.2p.p.)

    EBITDA underlying margin                                                                                      50.6% 57.1%  (6.5p.p.)   52.1%   57.7%    (5.5p.p.)

    Capex excl. licenses                                                                                             47    112     (57.8%)     182      244       (25.4%)

    Capex excl. licenses LTM/revenue                                                                              21.1% 15.3%    5.8p.p.


    Mobile

    Customers (mln)                                                                                                 9.5    9.6      (0.1%)

    - of which mobile data customers (mln)                                                                          4.7    4.5        5.1%

    ARPU (UZS)                                                                                                   21,484 17,527       22.6%

    MOU (min)                                                                                                       581    580        0.1%

    Data usage (MB/user)                                                                                            519    256      102.7%
    --------------------                                                                                            ---    ---       -----

    Note: Mobile data revenue have been restated for the prior periods to align it with Group accounting policies

Beeline continued to report strong revenue growth, despite the liberalization of the Uzbek som on 4 September 2017. The company´s tariffs were fixed at the FX rate of UZS 4,210 to the USD, which is a higher level compared to the prior year. Total revenue increased 24.4% and mobile service revenue increased 24.3% to UZS 620 billion, supported by successful marketing activities, increased revenues from interconnect services, value added services and mobile data. Mobile data revenue increased 31.0%, driven by the continued high-speed data network roll-out, increased smartphone penetration and the launch of new bundled offerings. The overall customer base was broadly stable at 9.5 million.

Underlying EBITDA increased 10.3% compared to the prior year, driven by increased revenue, partially offset by higher interconnect costs as a result of both higher off-net usage and a negative currency effect, together with increases in customer costs, content costs, frequency fees and structural opex. Customer costs increased as a result of an 83.3% growth in customer tax to UZS 2,750 per customer per month. Adjusting for this negative effect, underlying EBITDA growth would have been 22.8% and underlying EBITDA margin for Q3 2017 would have been 5.8 percentage points higher at 56.4%.

Capex was UZS 47.2 billion and the LTM capex to revenue ratio was 21.1%, mainly due to prepayments of equipment in Q4 2016 for deployment in 2017. The company continued to invest in its high-speed data networks, improving the 4G/LTE coverage in Tashkent and increasing the number of nationwide 3G sites by 62%. Further improvements to the high-speed data networks will continue to be a priority for Beeline for the remainder of this year.

The Republican Radiofrequencies Council in Uzbekistan delayed the implementation of the decision to redistribute radio frequencies in Uzbekistan to April 2018. This will result in a reallocation of Unitel's radio frequencies to other cellular communications providers in the market. The Company is analysing the effect of this measure, which might lead to increased investments in network capacity.

The cash and deposits balances of USD 372 million in Uzbek som are considered to be largely restricted from repatriation until the local government allows conversion to U.S. dollars for major cash holders such as Beeline.

ITALY JOINT VENTURE(1)




    EUR million                                                                                        3Q17                     3Q16                        YoY                                  9M17                   9M16           YoY

    Total revenue                                                                                     1,543                     1,648                      (6.4%)                                 4,626                   4,726         (2.1%)

    Mobile service revenue                                                                            1,080                     1,150                      (6.1%)                                 3,165                   3,264         (3.0%)

    Fixed-line service revenue                                                                          274                       270                        1.4%                                   812                     803           1.2%

    EBITDA                                                                                              519                       609                     (14.8%)                                 1,419                   1,573         (9.8%)

    EBITDA underlying(2)                                                                                579                       609                      (4.9%)                                 1,619                   1,573           2.9%

    EBITDA margin                                                                                     33.6%                    37.0%                  (3.3p.p.)                                 30.7%                  33.3%     (2.6p.p.)

    EBITDA underlying(2)margin                                                                        37.5%                    37.0%                    0.5p.p.                                 35.0%                  33.3%       1.7p.p.

    Capex excl. licenses                                                                                236                       228                        3.5%                                   742                     768         (3.3%)

    LTM capex excl. licenses/revenue                                                                  18.0%                    17.4%                    0.6p.p.                                 18.0%                  17.4%       0.6p.p.

    Mobile

    Total revenue                                                                                     1,256                     1,362                      (7.8%)                                 3,748                   3,898         (3.8%)

    - of which mobile data                                                                              390                       355                        9.9%                                 1,110                     989          12.2%

    Customers (mln)                                                                                    29.8                      31.4                      (5.1%)                                  29.8                    31.4         (5.1%)

    - of which data customers (mln)                                                                    19.4                      19.2                        1.2%                                  19.4                    19.2           1.2%

    ARPU (EUR)                                                                                         11.8                      12.0                      (1.2%)                                  11.3                    11.4         (0.6%)

    MOU (min)                                                                                           266                       272                      (2.3%)                                   268                     278         (3.6%)

    Fixed-line

    Total revenue                                                                                       287                       286                        0.3%                                   878                     828           6.0%

    Total voice customers (mln)                                                                        2.71                      2.74                      (1.2%)                                  2.71                    2.74         (1.2%)

    ARPU (EUR)                                                                                         28.4                      27.3                        3.9%                                  28.0                    27.2           3.2%

    Broadband customers (mln)                                                                          2.37                      2.32                        2.5%                                  2.37                    2.32           2.5%

    Broadband ARPU (EUR)                                                                               21.9                      21.2                        3.4%                                  21.8                    20.9           4.5%
    -------------------                                                                                ----                      ----                         ---                                   ----                    ----            ---

    1 The ''combined data'' for Q3 2016 consists of the sum of the WIND Telecomunicazioni s.p.a. and H3G s.p.a. businesses results, respectively, for the three months ended 30 September 2016, prior to the merger of
     the two businesses. The Q3 2016 data related to H3G s.p.a. was obtained through due diligence performed as part of the merger process. The Company has included this "combined data" because it believes that
     financial information on the Wind Tre joint venture is relevant to its business and results for the financial quarter. Going forward, the Company expects to include financial information related to the Wind
     Tre joint venture in the publication of its financial results. It should be noted that the Company owns 50% of the Wind Tre joint venture, while the results above reflect the entire business

    2 Q3 2017 underlying EBITDA before integration costs of approximately EUR 60 million

    (3) Q3 2017 LTM EBITDA before integration costs of approximately EUR 260 million

    Note: starting from Q2 2017 results, minor changes in accounting policies were adopted and for a proper comparison previous period results have been adjusted accordingly

( )

Wind Tre's total revenue in Q3 2017 decreased 6.4% to EUR 1.5 billion, driven by a 6.1% decline in mobile service revenue and lower other revenue, which was partially offset by a 1.4% growth in fixed-line service revenue. The mobile service revenue decline was primarily due to continuing aggressive competition in the market, which drove the customer base decline of 5.1% to 29.8 million, together with a impact from the new EU roaming regulations.

Mobile data revenue continued to show solid growth year-on-year with a 9.9% increase, driven by a 1.2% increase in data customers, data ARPU growth of 5.1% and data usage which grew by 52% to approximately 4 GB per customer per month. In Q3 2017, mobile ARPU slightly declined to EUR 11.8, a 1.2% year-on-year erosion, as an increase in data ARPU almost offset the decline in voice ARPU.

Fixed-line service revenue growth was driven by a 6.1% increase in broadband revenue to EUR 156 million, with direct and broadband customers growing 1.8% and 2.5% respectively. In Q3 2017, the fixed-line direct customer base and the broadband customer base reached 2.5 million and 2.4 million respectively, as a result of increased demand for ultra-broadband connections while fixed and broadband ARPU grew by 3.9% and 3.4% respectively. Wind Tre renewed the agreement with Open Fiber for the development of ultra-broadband connectivity services in FTTH technology, which was already active in 13 cities, extending it to a total of 271 cities.

Underlying EBITDA(2) in the quarter declined by 4.9% year-on-year to EUR 579 million, mainly due to the revenue erosion, partially offset by opex synergies of EUR 44 million, which lead to an increase in underlying EBITDA(2) margin of 0.5 percentage points to 37.5%.

Capex in the quarter totalled EUR 236 million and was primarily focused on expanding capacity and coverage of the 4G/LTE network, as well as modernizing and merging the former WIND and Tre networks.

The net leverage ratio (net debt/LTM underlying(3) EBITDA) was 4.3x at the end Q3 2017 and the key reason for the increase in the leverage ratio in the quarter was the payment for the GSM spectrum renewal and refarming of approximately EUR 435 million.

In the first nine months of 2017, Wind Tre generated opex synergies of EUR 98 million, on track with the targets announced at the time of the announcement of the joint venture, and were mainly related to the termination of a national roaming contract, insourcing of activities and supplier contract renegotiation (network and IT), commissioning scheme harmonization, point of sale rationalization and optimization, company personnel right-sizing and facilities rationalization both for both headquarters and regional sites.

Finally, Wind Tre successfully completed the refinancing of its external debt, optimizing its capital structure, substantially reducing future interest costs by expected annual amount of approximately EUR 270 million and improving the maturity of its indebtedness.

CONFERENCE CALL INFORMATION

On 9 November 2017, VEON will also host a conference call at 2.00pm CET (1.00pm GMT) through video webcast on its website and through following dial-in numbers. The call and slide presentation may be accessed at http://www.veon.com

2.00pm CET investor and analyst conference call
US call-in number: +1 (646) 254 3362
Confirmation Code: 2515988

International call-in number: +44 (0) 20 3427 1904
Confirmation Code: 2515988

The conference call replay and the slide presentation webcast will be available until 23 November 2017.
The slide presentation will also be available for download on VEON's website.

Investor and analyst call replay
US Replay Number: +1 719 457 0820
Confirmation Code: 2515988

UK Replay Number: 0800 101 1153
Confirmation Code: 2515988

DISCLAIMER

This press 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. These forward-looking statements may be identified by words such as "may," "might," "will," "could," "would," "should," "expect," "plan," "anticipate," "intend," "seek," "believe," "estimate," "predict," "potential," "continue," "contemplate," "possible" and other similar words. Forward-looking statements include statements relating to, among other things, VEON's plans to implement its strategic priorities, including with respect to its performance transformation, among others; anticipated performance and guidance for 2017, including VEON's ability to generate sufficient cash flow; future market developments and trends; expected synergies of the Wind Tre Joint Venture, including expectations regarding capex and opex benefits; realization of the synergies of the Warid transaction; operational and network development and network investment, including expectations regarding the roll out and benefits of 3G/4G/LTE networks, as applicable, the effect of the acquisition of additional spectrum on customer experience; the timing for the expected completion of the tower sale in Pakistan and the sale of VEON's Laos operations and the Company's ability to realize its targets and strategic initiatives in its various countries of operation. The forward-looking statements included in this release are based on management's best assessment of the Company's strategic and financial position and of future market conditions, trends and other potential developments. These discussions involve risks and uncertainties. The actual outcome may differ materially from these statements as a result of demand for and market acceptance of VEON's products and services; continued volatility in the economies in VEON's markets; unforeseen developments from competition; governmental regulation of the telecommunications industries; general political uncertainties in VEON's markets; government investigations or other regulatory actions and/or litigation with third parties; failure to realize the expected benefits of the Wind Tre Joint Venture or the Warid transaction as expected or at all due to, among other things, the parties' inability to successfully implement integration strategies or otherwise realize the anticipated synergies; the satisfaction of completion conditions relation to the tower sale in Pakistan and the sale of VEON's Laos operations; risks associated with data protection or cyber security, other risks beyond the parties' control or a failure to meet expectations regarding various strategic initiatives, including, but not limited to, the performance transformation program, the effect of foreign currency fluctuations, increased competition in the markets in which VEON operates and the effect of consumer taxes on the purchasing activities of consumers of VEON´s services. Certain other factors that could cause actual results to differ materially from those discussed in any forward-looking statements include the risk factors described in the Company's Annual Report on Form 20-F for the year ended December 31, 2016 filed with the U.S. Securities and Exchange Commission (the "SEC") and other public filings made by VEON with the SEC. 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. Under no circumstances should the inclusion of such forward-looking statements in this press release 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. The forward-looking statements speak only as of the date hereof. 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. Furthermore, elements of this release contain, or may contain, "inside information" as defined under the Market Abuse Regulation (EU) No. 596/2014.

All non-IFRS measures disclosed in the document, i.e. EBITDA, EBITDA margin, underlying EBITDA, underlying EBITDA margin, EBIT, net debt, equity free cash flow, organic growth, capital expenditures excluding licenses, last twelve months (LTM) Capex excluding licenses/Revenue, are reconciled to comparable IFRS measures in Attachment C.

ABOUT VEON

VEON is a NASDAQ and Euronext Amsterdam-listed global provider of connectivity and internet services, with the ambition to lead the personal internet revolution for the 235 million+ customers it currently serves, and many others in the years to come.

Follow us:

on Twitter @veondigital

visit our blog @ blog.veon.com

go to our website @ http://www.veon.com


    CONTENT OF THE ATTACHMENTS

    Attachment A               Customers                                                      23

    Attachment B               Definitions                                                    23

    Attachment C               Reconciliation tables                                          26

                               Average rates and budget rates of functional currencies to USD

For more information on interim financial schedules please refer to the MD&A section and financial statements section.

For more information on financial and operating data for specific countries, please refer to the supplementary file Factbook3Q2017.xls on VEON's website at http://veon.com/Investor-relations/Reports--results/Results/.

ATTACHMENT A: CUSTOMERS


                                                                                                        Mobile                    Fixed-line broadband
                                                                                                        ------                    --------------------

    million                                                                                                          3Q17   3Q16                      YoY   3Q17    3Q16     YoY

    Russia                                                                                                           58.8    58.4                      0.7%    2.2      2.1     3.2%

    Pakistan                                                                                                         53.1    51.0                      4.1%

    Algeria                                                                                                          15.2    15.9                    (4.5%)

    Bangladesh                                                                                                       31.4    29.0                      8.4%

    Ukraine                                                                                                          26.4    26.3                      0.8%    0.8      0.8     0.3%

    Uzbekistan                                                                                                        9.5     9.6                    (0.1%)

    Other                                                                                                            15.7    15.5                      1.7%    0.5      0.4    21.1%

    Total consolidated                                                                                              210.3   205.6                      2.3%    3.5      3.4

    Italy                                                                                                            29.8    31.4                    (5.1%)    2.4      2.3     2.5%

    Total                                                                                                           240.1   237.0                      1.3%    5.9      5.7     4.6%
    -----                                                                                                           -----   -----                       ---     ---      ---      ---

    Note: In Russia Fixed line and mobile customers have been restated in 2016 to align them with Group accounting policies

ATTACHMENT B: DEFINITIONS

ARPU (Average Revenue per User) measures the monthly average revenue per mobile user. We generally calculate mobile ARPU by dividing our mobile service revenue during the relevant period, including data revenue, roaming revenue, MFS and interconnect revenue, but excluding revenue from connection fees, sales of handsets and accessories and other non-service revenue, by the average number of our mobile customers during the period and dividing by the number of months in that period. Wind Tre defines mobile ARPU as the measure of the sum of the mobile revenue in the period divided by the average number of mobile customers in the period (the average of each month's average number of mobile customers (calculated as the average of the total number of mobile customers at the beginning of the month and the total number of mobile customers at the end of the month) divided by the number of months in that period.

Data customers are mobile customers who have engaged in revenue generating activity during the three months prior to the measurement date as a result of activities including USB modem Internet access using 2.5G/3G/4G/HSPA+ technologies. Wind Tre measures mobile data customers based on the number of active contracts signed and includes customers who have performed at least one mobile Internet event during the previous month. For Algeria, mobile data customers are 3G customers who have performed at least one mobile data event on the 3G network during the previous four months.

Capital expenditures (capex) are purchases of new equipment, new construction, upgrades, software, other long lived assets and related reasonable costs incurred prior to intended use of the non-current asset, accounted at the earliest event of advance payment or delivery. Long-lived assets acquired in business combinations are not included in capital expenditures.

EBIT is a non-IFRS measure and is calculated as EBITDA plus depreciation, amortization and impairment loss. Our management uses EBIT as a supplemental performance measure and believes that it provides useful information of earnings of the Company before making accruals for financial income and expenses and net foreign exchange (loss)/gain and others. Reconciliation of EBIT to net income attributable to VEON Ltd., the most directly comparable IFRS financial measure, is presented in the reconciliation tables section in Attachment C below.

Adjusted EBITDA (called "EBITDA" in this document) is a non-IFRS financial measure. EBITDA is defined as earnings before interest, tax, depreciation and amortization. VEON calculates EBITDA as operating income before depreciation, amortization, loss from disposal of non-current assets and impairment loss and includes certain non-operating losses and gains mainly represented by litigation provisions for all of its Business Units except for its Russia Business Unit. For 2016 Russia Business Unit's EBITDA is calculated as operating income before depreciation, amortization, loss from disposal of non-current assets and impairment loss.

In addition, the components of EBITDA include the key revenue and expense items for which the Company's operating managers are responsible and upon which their performance is evaluated. EBITDA also assists management and investors by increasing the comparability of the Company's performance against the performance of other telecommunications companies that provide EBITDA information. This increased comparability is achieved by excluding the potentially inconsistent effects between periods or companies of depreciation, amortization and impairment losses, which items may significantly affect operating income between periods. However, our EBITDA results may not be directly comparable to other companies' reported EBITDA results due to variances and adjustments in the components of EBITDA (including our calculation of EBITDA) or calculation measures.

Additionally, a limitation of EBITDA's use as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenue or the need to replace capital equipment over time. Reconciliation of EBITDA to net income attributable to VEON Ltd., the most directly comparable IFRS financial measure, is presented in the reconciliation tables section in Attachment C below.

EBITDA margin is calculated as EBITDA divided by total revenue, expressed as a percentage.

Gross Debt is calculated as the sum of long term debt and short term debt.

Equity Free Cash Flow is derived from consolidated statements of cash flows and is cash flow before financing activities; net cash from operating activities less net cash used in investing activities. Reconciliation to the most directly comparable IFRS financial measure, is presented in the reconciliation tables section in Attachment C below.

Households passed are households located within buildings, in which indoor installation of all the FTTB equipment necessary to install terminal residential equipment has been completed.

MBOU (Megabyte of use) is calculated by dividing the total data traffic by the average mobile data customers during the period.

MFS (Mobile financial services) is a variety of innovative services, such as mobile commerce or m-commerce, that use a mobile phone as the primary payment user interface and allow mobile customers to conduct money transfers to pay for items such as goods at an online store, utility payments, fines and state fees, loan repayments, domestic and international remittances, mobile insurance and tickets for air and rail travel, all via their mobile phone.

MNP (Mobile number portability) is a facility provided by telecommunications operators, which enables customers to keep their telephone numbers when they change operators.

Mobile customers are generally customers in the registered customer base as of a given measurement date who engaged in a revenue generating activity at any time during the three months prior to such measurement date. Such activity includes any outgoing calls, customer fee accruals, debits related to service, outgoing SMS and MMS, data transmission and receipt sessions, but does not include incoming calls, SMS and MMS or abandoned calls. Our total number of mobile customers also includes customers using mobile internet service via USB modems and FMC. For our business in Italy, prepaid mobile customers are counted in our customer base if they have activated our SIM card in the last 13 months (with respect to new customers) or if they have recharged their mobile telephone credit in the last 13 months and have not requested that their SIM card be deactivated and have not switched to another telecommunications operator via mobile number portability during this period (with respect to our existing customers), unless a fraud event has occurred. Postpaid customers in Italy are counted in our customer base if they have an active contract unless a fraud event has occurred or the subscription is deactivated due to payment default or because they have requested and obtained through mobile number portability a switch to another telecommunications operator.

MOU (Monthly Average Minutes of Use per User) measures the monthly average minutes of voice service use per mobile customer. We generally calculate mobile MOU by dividing the total number of minutes of usage for incoming and outgoing calls during the relevant period (excluding guest roamers) by the average number of mobile customers during the period and dividing by the number of months in that period. For our business in Italy, we calculate mobile MOU as the sum of the total traffic (in minutes) in a certain period divided by the average number of customers for the period (the average of each month's average number of customers (calculated as the average of the total number of customers at the beginning of the month and the total number of customers at the end of the month)) divided by the number of months in that period.

Net debt is a non-IFRS financial measure and is calculated as the sum of interest bearing long-term debt and short-term debt minus cash and cash equivalents, long-term and short-term deposits and fair value hedges. The Company believes that net debt provides useful information to investors because it shows the amount of debt outstanding to be paid after using available cash and cash equivalents and long-term and short-term deposits. Net debt should not be considered in isolation as an alternative to long-term debt and short-term debt, or any other measure of the Company financial position.

Net foreign exchange (loss)/gain and others represents the sum of Net foreign exchange (loss)/gain, VEON's share in net (loss)/gain of associates and Other (expense)/income (primarily (losses)/gains from derivative instruments), and is adjusted for certain non-operating losses and gains mainly represented by litigation provisions. Our management uses Net foreign exchange (loss)/gain and others as a supplemental performance measure and believes that it provides useful information about the impact of our debt denominated in foreign currencies on our results of operations due to fluctuations in exchange rates, the performance of our equity investees and other losses and gains the Company needs to manage the business.

NPS (Net Promoter Score) is the methodology VEON uses to measure customer satisfaction.

Operational expenses (opex) represents service costs and selling, general and administrative expenses.

Organic growth in revenue and EBITDA are non-IFRS financial measures that reflect changes in Revenue and EBITDA, excluding foreign currency movements and other factors, such as businesses under liquidation, disposals, mergers and acquisitions.

Reportable segments: the Company identified Russia, Pakistan, Algeria, Bangladesh, Ukraine, Uzbekistan and HQ based on the business activities in different geographical areas. Intersegment revenue is eliminated in consolidation.

ATTACHMENT C: RECONCILIATION TABLES

RECONCILIATION OF CONSOLIDATED EBITDA




    USD mln                                                              3Q17  3Q16     9M17       9M16
                                                                                               reported

    Unaudited


    EBITDA                                                              1,042    896     2,834       2,449


    Depreciation                                                        (341) (349)  (1,117)    (1,072)

    Amortization                                                        (136) (130)    (404)      (355)

    Impairment loss                                                         3    (3)      (2)       (15)

    Loss on disposals of non-current assets                               (7)   (8)     (16)       (14)


    Operating profit                                                      561    406     1,295         993


    Financial Income and Expenses                                       (202) (211)    (603)      (565)

     -  including  finance income                                          24     15        70          46

     -  including finance costs                                         (226) (226)    (673)      (611)

    Net foreign exchange (loss)/gain and others                          (35)   (9)    (431)          8

     -  including Other non-operating (losses)/gains                       40    (5)    (112)       (67)

      -  including Shares of loss of associates and joint ventures       (60)  (13)    (256)       (29)
         accounted for using the equity method

      - impairment of JV and associates                                     -     -    (110)          -

     -  including Net foreign exchange gain                              (15)     8        47         104


    Profit before tax                                                     324    186       261         436


     Income tax expense                                                 (173) (114)    (379)      (366)


    Profit from discontinued operations                                     -   421         -        804


    Profit/(loss) for the period                                          151    493     (118)        874


    Loss for the period attributable to non-controlling interest         (26)  (48)     (40)      (103)


    Profit/(loss) for the year attributable to the owners of the parent   125    445     (158)        771
    -------------------------------------------------------------------   ---    ---      ----         ---

RECONCILIATION OF CONSOLIDATED REPORTED AND UNDERLYING EBITDA



    USD mln, unaudited                                                                                                           3Q17 3Q16   9M17        9M16
                                                                                                                                                    pro-forma
                                                                                                                                                        Warid


    EBITDA                                                                                                                      1,042   896   2,834        2,485


    One off vendor receivable                                                                                                   (106)    -  (106)           -


    Performance transformation and other costs, of which

    HQ and Other                                                                                                                   49    40     104            -

    Russia                                                                                                                          -    6       2          165

    Emerging Markets                                                                                                                8    20      20            9

    Other exceptionals                                                                                                              -    -      6           49


    EBITDA underlying                                                                                                             993   962   2,861        2,708
    -----------------                                                                                                             ---   ---   -----        -----

    Note: Q2 2016 one-offs have changed to USD 118 million from USD 116 million after reclassification of Opex expenses in 2016

RECONCILIATION OF CAPEX



    USD mln unaudited                                                                                                             3Q17 3Q16   9M17    9M16

    Cash paid for purchase of property, plant and equipment and intangible assets                                                  363   389   1,559    1,103

    Net difference between timing of recognition and payments for purchase of property, plant and equipment and intangible assets   42    37   (241)   (132)

    Capital expenditures                                                                                                           406   426   1,318      971

    Less capital expenditures in licenses                                                                                          (8) (44)  (325)   (148)

    Capital expenditures excl. licenses                                                                                            398   382     993      823
    -----------------------------------                                                                                            ---   ---     ---      ---

RECONCILIATION OF ORGANIC AND REPORTED GROWTH RATES


                                     3Q17 vs 3Q16
                                     ------------

               Total Revenue                                             EBITDA
               -------------                                             ------

                           Organic                Forex & other                 Reported   Organic    Forex & other             Reported

    Russia                    2.9%                                 9.8%            12.7%      5.7%                    10.0%        15.7%

    Pakistan                  6.9%                               (0.7%)             6.2%     42.8%                   (0.9%)        41.8%

    Algeria                 (9.8%)                               (0.1%)           (9.9%)   (14.6%)                   (0.2%)      (14.8%)

    Bangladesh              (4.6%)                               (3.3%)           (7.9%)   (21.1%)                   (2.7%)      (23.8%)

    Ukraine                  10.0%                               (2.3%)             7.8%      8.2%                   (2.3%)         6.0%

    Uzbekistan               24.4%                              (47.3%)          (22.9%)     10.3%                  (41.1%)      (30.9%)


    Total                     3.2%                                 0.7%             4.0%     16.7%                  (34.8%)      (16.4%)
    -----                      ---                                   ---               ---       ----                    ------        ------


                                   9M17 vs 9M16
                                   ------------

               Total Revenue                                             EBITDA
               -------------                                             ------

                           Organic                Forex & other                 Reported   Organic    Forex & other             Reported

    Russia                    1.3%                                16.8%            18.1%      1.1%                    16.6%        17.6%

    Pakistan                  6.4%                                17.4%            23.8%     28.6%                    11.6%        40.3%

    Algeria                (11.1%)                               (0.5%)          (11.6%)   (20.3%)                   (0.6%)      (20.8%)

    Bangladesh              (2.9%)                               (2.5%)           (5.5%)   (10.0%)                   (2.3%)      (12.3%)

    Ukraine                  10.5%                               (4.3%)             6.2%     11.8%                   (4.4%)         7.4%

    Uzbekistan               18.3%                              (30.8%)          (12.5%)      5.7%                  (27.2%)      (21.4%)


    Total                     2.1%                                 7.4%             9.5%     10.5%                     5.2%        15.7%
    -----                      ---                                   ---               ---       ----                       ---          ----

RECONCILIATION OF VEON CONSOLIDATED NET DEBT



    USD mln                                                                       30 September 2017 30 June 2017  31 March 2017

    Net debt                                                                                  8,672         8,403           7,661

    Cash and cash equivalents                                                                 2,565         2,873           2,172

    Long - term and short-term deposits                                                         199           348             407

    Gross debt                                                                               11,437        11,624          10,240

    Interest accrued related to financial liabilities                                           179           146             160

    Other unamortised adjustments to financial liabilities (fees, discounts etc.)              (34)         (36)             20

    Derivatives not designated as hedges                                                        311           309             302

    Derivatives designated as hedges                                                             40            33              53

    Other financial liabilities                                                                  38            76              87

    Total other financial liabilities                                                        11,971        12,153          10,862
    ---------------------------------                                                        ------        ------          ------

RECONCILIATION OF REPORTED CASH FLOW FROM CONTINUED OPERATIONS AND UNDERLYING EQUITY FREE CASH FLOW EXCLUDING LICENSES



    USD million                                                   3Q17  3Q16     9M17      9M16

    Net cash from operating activities from continued operations   833    741     1,997        807

    Exceptional items:

      One off vendor receivable                                   (66)     -     (66)         -

      PT costs                                                      55     71       121        191

      Settlement with DOJ/SEC/OM Investigation                                              795

      IRAQNA provision                                                             69

      WHT on licence in Pakistan                                                   30

      Other                                                          9     45        22         69

      Underlying net cash flow from operating activities           831    857     2,173      1,862

    Net cash used in investing activities from continued         (376) (324)  (1,690)   (1,091)
    operations

    Adjustments:

    Deposits & Financial assets                                   (13)    51     (143)      (11)

    Purchase of license and other                                  (7)   (7)    (339)     (118)

    Underlying net cash flow used in investing activities        (356) (368)  (1,208)     (962)

    Underlying Equity Free Cash Flow excluding licenses            475    489       965        900
    ---------------------------------------------------            ---    ---       ---        ---

RECONCILIATION OF REPORTED AND PRO-FORMA WARID INCOME STATEMENT FOR 9M 2016



    USD million                                                 9M16  Warid incl.       9M16
                                                            reported intercompany  pro-forma
                                                                     eliminations

    Total revenue                                              6,531           154       6,685

    Service revenue                                            6,309           147       6,456

    EBITDA                                                     2,449            36       2,485

    EBITDA margin                                              37.5%        -0.3%      37.2%

    Depreciation, amortization, impairments and other        (1,456)         (56)    (1,512)

    Operating profit                                             993          (21)        972

    Financial income and expenses                              (565)         (15)      (580)

    Net foreign exchange (loss)/gain and others                   37             6          43

    Share of profit/(loss) of joint ventures and associates     (29)            -       (29)

    Impairment of JV and associates                                -            -          -

    Profit/(loss) before tax                                     436          (30)        406

    Income tax expense                                         (366)          (4)      (370)

    Profit/(loss) from continued operations                       70          (34)         36

    Profit/(loss)  from discontinued operations                  804           (1)        803

    Profit for the period attributable to VEON shareholders      771          (34)        737
    -------------------------------------------------------      ---           ---         ---

RECONCILIATION OF WIND TRE JOINT VENTURE REPORTED NET RESULT TO VEON'S SHARE OF PROFIT/(LOSS) FROM JV AND ASSOCIATES



    USD mln                                             3Q17

    Italy JV reported net result                       (608)


    50% of Italy JV reported net result                (304)


    D&A - PPA adjustment                                 234


    Other PPA adjustmnet                                  10


    Total PPA adjustment                                 244


    VEON share of profit/(loss) from JV and associates  (60)
    --------------------------------------------------   ---

EBITDA RECONCILIATION FOR COUNTRY


    Q3 2017


                                            Russia       Pakistan        Algeria         Bangladesh          Ukraine          Uzbekistan           HQ           Other                  VEON
                                                                                                                                                                                   Consolidated
                                                                                                                                                                                   ------------

    USD mln

    EBITDA underlying                                478             215             116                  57               91                   67         (91)                60                          993

    Execptional costs                                (1)              7               0                   1                0                    -        (61)                 4                         (49)


    EBITDA                                           478             208             115                  56               91                   67         (30)                57                        1,042

    Less

    Depreciation                                   (197)           (36)           (26)               (28)            (13)                (11)         (1)              (29)                       (341)

    Amortization                                    (39)           (35)           (29)               (10)            (11)                 (1)         (2)               (9)                       (136)

    Impairment loss                                    4               -              -                (0)             (1)                   -           -                 1                            4

    Loss on disposals of non-current assets          (5)            (1)            (0)                (2)               1                  (1)           -               (0)                         (8)


    Operating profit                                 241             136              60                  15               67                   54         (32)                20                          561
    ----------------                                 ---             ---             ---                 ---              ---                  ---          ---                ---                          ---


    Q3 2016


                                            Russia       Pakistan        Algeria         Bangladesh          Ukraine          Uzbekistan           HQ           Other                  VEON
                                                                                                                                                                                   Consolidated
                                                                                                                                                                                   ------------

    USD mln

    EBITDA underlying                                419             154             148                  73               86                   96         (57)                41                          962

    Execptional costs                                  6               7              13                   -               -                              39                  1                           66


    EBITDA                                           413             147             136                  73               86                   96         (96)                40                          896

    Less

    Depreciation                                   (180)           (46)           (22)               (29)            (22)                (15)         (1)              (34)                       (349)

    Amortization                                    (36)           (22)           (39)               (10)            (11)                 (2)         (1)               (8)                       (130)

    Impairment loss                                  (1)              -              -                (1)             (2)                   -           -                 0                          (3)

    Loss on disposals of non-current assets          (3)              1             (0)                  0              (0)                 (3)           -               (2)                         (8)


    Operating profit                                 194              80              74                  34               50                   76         (98)               (4)                         406
    ----------------                                 ---             ---             ---                 ---              ---                  ---          ---                ---                          ---


    9M 2017


                                            Russia       Pakistan        Algeria         Bangladesh          Ukraine          Uzbekistan           HQ           Other                  VEON
                                                                                                                                                                                   Consolidated
                                                                                                                                                                                   ------------

    USD mln

    EBITDA underlying                              1,361             548             334                 186              256                  230        (221)               165                        2,861

    Execptional costs                                  3              18               1                   -               1                    2         (21)                22                           26


    EBITDA                                         1,359             530             334                 186              254                  228        (200)               143                        2,834

    Less

    Depreciation                                   (606)          (153)           (82)              (100)            (41)                (42)         (1)              (89)                     (1,117)

    Amortization                                   (118)           (99)           (86)               (30)            (35)                 (3)         (6)              (27)                       (404)

    Impairment loss                                  (4)              -              -                (0)               0                    -           -                 2                          (2)

    Loss on disposals of non-current assets         (17)              3               0                 (8)               3                    5            -               (3)                        (17)


    Operating profit                                 613             280             166                  48              181                  188        (207)                27                        1,295
    ----------------                                 ---             ---             ---                 ---              ---                  ---         ----                ---                        -----


    9M 2016


                                            Russia       Pakistan        Algeria         Bangladesh          Ukraine          Uzbekistan           HQ           Other                  VEON
                                                                                                                                                                                   Consolidated
                                                                                                                                                                                    pro-forma
                                                                                                                                                                                      Warid
                                                                                                                                                                                      -----

    USD mln

    EBITDA underlying                              1,164             439             435                 222              236                  287        (204)               128                        2,708

    Execptional costs                                  9              25              13                  10              (1)                 (3)         125                 44                          223


    EBITDA                                         1,155             413             422                 212              237                  290        (329)                84                        2,485

    Less

    Depreciation                                   (505)          (216)           (74)               (94)            (86)                (44)         (2)             (103)                     (1,124)

    Amortization                                    (90)           (57)          (119)               (30)            (33)                (10)         (3)              (19)                       (360)

    Impairment loss                                  (3)              5             (0)                (3)             (2)                   0            -              (19)                        (21)

    Loss on disposals of non-current assets         (12)              8             (0)                (0)             (0)                 (2)           -               (2)                         (8)


    Operating profit                                 546             153             229                  85              116                  235        (335)              (58)                         972
    ----------------                                 ---             ---             ---                 ---              ---                  ---         ----                ---                          ---

RATES OF FUNCTIONAL CURRENCIES TO USD(1)


                                                 Average rates                Closing rates

                                                                 3Q17   3Q16               YoY     3Q17    3Q16     QoQ

    Russian Ruble                                               59.02   64.62             (8.7%)    58.02    63.16   (8.1%)

    Euro                                                         0.85    0.90             (5.0%)     0.85     0.89   (4.9%)

    Algerian Dinar                                             109.90  109.77               0.1%   113.04   109.62     3.1%

    Pakistan Rupee                                             105.37  104.67               0.7%   105.39   104.46     0.9%

    Bangladeshi Taka                                            81.11   78.32               3.6%    82.31    78.38     5.0%

    Ukrainian Hryvnia                                           25.90   25.38               2.1%    26.52    25.91     2.4%

    Kazakh Tenge                                               332.18  341.34             (2.7%)   341.19   334.93     1.9%

    Uzbekistan Som                                           5,220.63 2,976.8              75.4% 8,066.96  3,010.2   168.0%

    Armenian Dram                                              478.69  475.38               0.7%   478.41   474.46     0.8%

    Kyrgyz Som                                                  68.88   68.22               1.0%    68.66    67.93     1.1%

    Georgian Lari                                                2.42    2.32               4.2%     2.48     2.33     6.3%
    -------------                                                ----    ----                ---      ----     ----      ---

    (1) Functional currency in Tajikistan is USD

View original content:http://www.prnewswire.com/news-releases/veon-reports-solid-third-quarter-results-with-robust-free-cash-flow-generation-and-announces-mandatory-tender-offer-for-gth-300552690.html

SOURCE VEON Ltd.