Key Highlights

● VEON's board approved a 72,500,000-share buyback, with 39,542,170 shares from the open market and 32,957,830 shares bought directly from LPE Middle East Limited.

● LPE, a Letterone Investment Holdings Subsidiary holding a 45.46% stake in VEON, agreed to sell shares proportionate to its ownership as the buyback proceeds.

● LPE's direct sales are tied to the weighted average price VEON pays in market purchases, divided by a reference price of 25, keeping its proportional ownership roughly stable.

● Each Tranche of purchases from LPE requires VEON's board to approve cancellation of the repurchased shares before that piece of the transaction can close.

Luxembourg-based Letterone Investment Holdings disclosed in a Schedule 13D/A filed September 25, 2026 that its subsidiary LPE Middle East Limited, the largest Shareholder of telecom operator VEON Ltd. (NASDAQ:VEON) with a 45.46% stake, has agreed to sell shares back to VEON on a pro-rata basis as the company carries out a newly approved 72.5-million-share buyback.

The Size of the Buyback

According to the filing, VEON's board approved a program to repurchase and cancel 72,500,000 shares through a mix of open-market and negotiated purchases. Of that total, 39,542,170 shares are expected to come from purchases in the open market, while the remaining 32,957,830 shares will be bought directly from LPE. VEON had 1,849,190,667 shares outstanding, the base against which LPE's 45.46% stake is measured.

LPE, an entity within the Letterone structure, has agreed to participate in the program proportionate to its ownership rather than stand aside while other shareholders sell into the buyback. The filing describes the mechanics: following each phase of market repurchases, "LPE agrees to sell...a number of shares...calculated as the Sale Shares multiplied by a fraction," tied to the weighted average price VEON pays in its market purchases, divided by a reference price of 25.

Why the Structure Matters

By tying LPE's direct sales to the pace and pricing of VEON's open-market buying, the arrangement is designed to keep LPE's proportional ownership roughly stable as the overall share count shrinks, rather than letting the buyback mechanically increase LPE's percentage stake simply because other shareholders sold more of their shares into the market leg of the program. The filing specifies that each tranche of purchases from LPE requires the VEON board to approve cancellation of the repurchased shares before that piece of the transaction can close, giving the board a checkpoint at every stage.

The 13D/A also makes clear the arrangement is bounded: LPE's commitment covers only the 32,957,830 shares outlined in this particular program, and does not obligate it to participate in any future buyback authorization or in an increase to the size of this one, should VEON's board later expand it.

VEON's Business and the Reporting Relationship

VEON is a telecommunications and digital services company with operations across Central Asia, Eastern Europe and other emerging markets, and it trades on Nasdaq. Letterone, as a roughly 45% holder, is required to keep its Schedule 13D current whenever there is a material change to its ownership plans or the facts previously disclosed, which is why this buyback arrangement triggered an amendment rather than a fresh initial filing.

The filing does not disclose a specific price at which the market-leg repurchases will occur, since that will depend on trading conditions over the life of the program, nor does it set a hard completion date for the full 72.5-million-share authorization. It does confirm that the board-approval checkpoint applies tranche by tranche, meaning the program could in principle be paused or adjusted between phases if the board does not approve cancellation of a given block of repurchased shares. The filing also notes that LPE's obligations run only to the specific share counts described, leaving VEON's board with discretion over how quickly the remaining tranches proceed.

Milestones for the Buyback Program

Investors should watch VEON's own disclosures for confirmation of purchase volumes and prices as the open-market leg proceeds, and for any future amendment from Letterone if LPE's participation level, the total program size, or its own stake percentage changes materially. Because each direct-purchase tranche from LPE needs board sign-off on share cancellation, a pause or delay in that approval process would be a signal to watch for in subsequent VEON or Letterone filings.