VEON Announces Vesting of Conditional Award to Group CEO Kaan Terzioglu

Rhea-AI Summary

VEON (NASDAQ: VEON, Euronext Amsterdam: VEON) has announced the vesting of a conditional incentive award to its Group CEO, Kaan Terzioglu, under the company's 2021 Long Term Incentive Plan (LTIP). The award, granted on January 10, 2024, comprised 3,201,250 common shares and was subject to performance targets, which have been successfully met. Due to VEON's current lack of available registered securities, the settlement terms have been amended to include both cash and equity components:

1. Cash Payment: A gross payment of USD 500,000 was made in August 2024.
2. Equity Payment: 2,729,000 common shares (109,160 ADSs) will be transferred by August 31, 2025.

Mr. Terzioglu is now the beneficial owner of these shares but will not hold them directly until the 2025 transfer to comply with selling restrictions.

Positive

• Performance targets for the conditional award were successfully met
• CEO Kaan Terzioglu received a USD 500,000 cash payment as part of the award settlement
• 2,729,000 common shares (109,160 ADSs) will be transferred to the CEO by August 31, 2025

Negative

• VEON currently lacks available securities registered under Form S-8
• The original terms of the award had to be amended due to securities availability issues

Insights

Financial Analyst

The vesting of CEO Kaan Terzioglu's conditional award signals positive performance for VEON, as it indicates the company has met its targets. The structured settlement, combining $500,000 in cash and 2,729,000 shares (109,160 ADSs), demonstrates a balanced approach to executive compensation. This approach aligns with shareholder interests by tying rewards to performance and retaining equity ownership.

The delayed equity transfer until August 2025 suggests a retention strategy, potentially ensuring Mr. Terzioglu's continued commitment to VEON's long-term success. However, investors should note that the company's inability to immediately issue registered shares under Form S-8 could indicate some regulatory or administrative challenges. This situation warrants monitoring for potential impacts on future equity-based compensation plans.

Corporate Governance Expert

The amendment to the award's settlement terms reflects adaptability in VEON's governance practices. By structuring the payout over time and including both cash and equity components, the company demonstrates a commitment to balancing immediate rewards with long-term alignment. The transparency in disclosing the award details, including the specific number of shares and cash amount, is commendable and aligns with best practices in executive compensation disclosure.

However, the need to amend the original terms due to unavailability of registered shares raises questions about VEON's preparedness in executing its compensation plans. Shareholders should seek clarity on the reasons behind this limitation and any potential impacts on future equity-based incentives. The extended timeline for share transfer also introduces a degree of complexity that investors should monitor for proper execution.

Amsterdam, 12 September 2024 – VEON Ltd. (NASDAQ: VEON, Euronext Amsterdam: VEON), a global digital operator that provides converged connectivity and online services, announces the vesting of a conditional incentive award (the “Conditional Award”) to its Group Chief Executive Officer, Kaan Terzioglu. This Conditional Award was made under VEON's 2021 Long Term Incentive Plan (“LTIP”).

Award Details and Vesting Conditions

On 10 January 2024, Kaan Terzioglu was granted a Conditional Award under the LTIP, comprising 3,201,250 common shares in VEON Ltd and subject to performance targets. The performance targets set out in the award agreement have been successfully met, resulting in the vesting of the award on 30 July 2024. Under the original terms, the common shares under the Conditional Award were scheduled to be released to Mr. Terzioglu within 30 days of vesting.

Settlement Terms

Due to VEON’s current lack of available securities registered under Form S-8, the Company and Mr. Terzioglu have agreed to amend the terms of the Conditional Award to provide a structured settlement, which includes both cash and equity components:

• Cash Payment: A gross cash payment of USD 500,000 was made to Mr. Terzioglu in August 2024; and  
• Equity Payment: A transfer of 2,729,000 common shares (equivalent to 109,160 ADSs) will be completed by no later than August 31, 2025. As of 10 September 2024, Mr Terzioglu is the beneficial owner of such shares but will not hold the shares directly until the transfer in 2025 to ensure compliance with the selling restrictions applicable to the shares.

These payments will be made as full and final settlement of the award, with applicable deductions for any tax liabilities and any other deductions required by law.

About VEON
VEON is a digital operator that provides converged connectivity and digital services to nearly 160 million customers.  Operating across six countries that are home to more than 7% of the world’s population, VEON is transforming lives through technology-driven services that empower individuals and drive economic growth.  Headquartered in Amsterdam, VEON is listed on Nasdaq and Euronext. For more information visit: www.veon.com.

Disclaimer

This release contains “forward-looking statements,” as the phrase is defined in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. Forward-looking statements are not historical facts, and include statements relating to timing of the awards described above. Forward-looking statements are inherently subject to risks and uncertainties, many of which VEON cannot predict with accuracy and some of which VEON might not even anticipate. The forward-looking statements contained in this release speak only as of the date of this release. VEON does not undertake to publicly update, except as required by U.S. federal securities laws, any forward-looking statement to reflect events or circumstances after such dates or to reflect the occurrence of unanticipated events. There can be no assurance that the initiatives referred to above will be successful. 

FAQ

What is the value of the conditional award vested to VEON's CEO Kaan Terzioglu?

The conditional award vested to VEON's CEO Kaan Terzioglu consists of a USD 500,000 cash payment and 2,729,000 common shares (equivalent to 109,160 ADSs) to be transferred by August 31, 2025.

When will VEON's CEO receive the equity portion of the vested award?

VEON's CEO will receive the equity portion of the vested award, consisting of 2,729,000 common shares, by no later than August 31, 2025.

Why did VEON amend the terms of the conditional award to its CEO?

VEON amended the terms of the conditional award due to the company's current lack of available securities registered under Form S-8, necessitating a structured settlement with both cash and equity components.

How many VEON common shares were originally included in the conditional award to the CEO?

The original conditional award granted to VEON's CEO on January 10, 2024, comprised 3,201,250 common shares in VEON