VEON Ltd ADR 2026年年度报告和过渡报告

FORM 20-F REGISTRATION STATEMENT PURSUANT TO SECTION12(b) OR (g)OF THE SECURITIES EXCHANGE ACT OF1934 OR Commission File Number: 1-34694 VEONLTD. Bermuda Sebastian Rice, Group General CounselIndex Tower (East Tower), Unit 1703, Dubai (DIFC), the United Arab EmiratesTel: +971 52 138 1275 None. Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:1,849,190,667 common shares, US$0.001 nominal value. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act: If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section13 or 15(d) of the SecuritiesExchange Act of 1934. YesNo Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such reports) and (2)has been subject to such filing requirements for the past90days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of RegulationS-T(§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submit such files). YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of“large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule12b-2 of the Exchange Act: Large accelerated filer If an emerging growth company that prepares its financial statements in accordance with U.S.GAAP, indicate by check mark if the registrant has elected not to use theextended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section13(a) of the Exchange Act. † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting StandardsCodification after April5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect thecorrection of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of theregistrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: International Financial Reporting Standards as issued by theInternational Accounting Standards Board Other If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item17Item18 YesNo TABLE OF CONTENTS ITEM 1.IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS8ITEM 2.OFFER STATISTICS AND EXPECTED TIMETABLE8ITEM 3.KEY INFORMATION8ITEM 4.INFORMATION ON THE COMPANY49ITEM 4A.UNRESOLVED STAFF COMMENTS82ITEM 5.OPERATING AND FINANCIAL REVIEW AND PROSPECTS82ITEM 6.DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES106ITEM 7.MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS118ITEM 8.FINANCIAL INFORMATION123ITEM 9.THE OFFER AND LISTING123ITEM 10.ADDITIONAL INFORMATION124ITEM 11.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK139ITEM 12.DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES139ITEM 13.DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES141ITEM 14.MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OFPROCEEDS141ITEM 15.CONTROLS AND PROCEDURES141ITEM 16.[RESERVED]142ITEM 16A.AUDIT COMMITTEE FINANCIAL EXPERT142ITEM 16B.CODE OF ETHICS143ITEM 16C.PRINCIPAL ACCOUNTANT FEES AND SERVICES143ITEM 16D.EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES144ITEM 16E.PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS145ITEM 16F.CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT146ITEM 16G.CORPORATE GOVERNANCE146ITEM 16H.MINE SAFETY DISCLOSURE148ITEM 16IDISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS148ITEM 17.FINANCIAL STATEMENTS152ITEM 18.FINANCIAL STATEMENTS152ITEM 19.EXHIBITS153 EXPLANATORY NOTE This Annual Report on