Telenor ASA — Share Issue/Capital Change 2017

Sep 21, 2017

Telenor completes its sell-down in VEON

Telenor completes its sell-down in VEON

(Fornebu, 21 September 2017) Telenor ASA today announces

that the underwriters have priced its offering of 90 million

common shares of VEON Ltd. in the form of common shares and

American Depositary Shares (ADSs) at a public offering price

of USD 4.15 per ADS/share. The offering results in net

proceeds to Telenor of USD 365 million (around NOK 2.9

billion), which will be included in Telenor's cash flow

statement for the third quarter 2017.

The offering is expected to close on or about 25 September

2017. Today's transaction represents 5.1 per cent of VEON's

total outstanding common shares, leaving Telenor with

approximately 256.7 million VEON ADSs (14.6 per cent of

VEON's total outstanding common shares). Telenor expects to

transfer the balance of the remaining ADSs pursuant to

Telenor's USD 1 billion, 3-year exchangeable bond due 2019.

Citigroup and Morgan Stanley have acted as joint global

coordinators and joint bookrunners for the offering.

The offering of common shares and ADSs is being made

pursuant to VEON's shelf registration statement on Form F-3

initially filed with the Securities and Exchange Commission

(SEC) on 23 May 2014, as amended and most recently declared

effective on 20 April 2016 (the "Registration Statement").

The common shares and ADSs are being offered only by means

of a prospectus and accompanying prospectus supplement

forming a part of the effective Registration Statement.

Prospective investors should read the prospectus included in

the Registration Statement, the preliminary prospectus

supplement and other documents that VEON has filed with the

SEC for more information. The Registration Statement, the

preliminary prospectus supplement and the documents

incorporated by reference therein are available at the SEC's

website at www.sec.gov.

Alternatively, a copy of the prospectus and related final

prospectus supplement may be obtained, when available, from

Citigroup Global Markets Inc., c/o Broadridge Financial

Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, toll-

free: (800) 831-9146; Morgan Stanley & Co. LLC, 180 Varick

Street, 2nd Floor, New York, NY 10014, Attention: Prospectus

Department.

This press release shall not constitute an offer to sell or

the solicitation of an offer to buy, nor shall there be any

sale of these securities in any state or other jurisdiction

in which such an offer, solicitation or sale would be

unlawful prior to registration or qualification under the

securities laws of any such state or other jurisdiction.

For readers in the European Economic Area:

In any EEA Member State that has implemented the Prospectus

Directive, this communication is only addressed to and

directed at qualified investors in that Member State within

the meaning of the Prospectus Directive. The

term "Prospectus Directive" means Directive 2003/71/EC (and

amendments thereto, including Directive 2010/73/EU, to the

extent implemented in each relevant Member State), together

with any relevant implementing measure in the relevant

Member State.

For readers in the United Kingdom:

This communication is being directed only at (i) persons who

are outside the United Kingdom or (ii) investment

professionals falling within Article 19(5) ("Investment

professionals") of the Financial Services and Markets Act

2000 (Financial Promotion) Order 2005 (the "Order") or (iii)

certain high value persons and entities who fall within

Article 49(2)(a) to (d) ("High net worth companies,

unincorporated associations etc") of the Order; or (iv) any

other person to whom it may lawfully be communicated (all

such persons in (i) to (iv) together being referred to

as "relevant persons"). The common shares and ADSs are only

available to, and any invitation, offer or agreement to

subscribe, purchase or otherwise acquire such common shares

and ADSs will be engaged in only with, relevant persons. Any

person who is not a relevant person should not act or rely

on this document or any of its contents.

Investor Relations

Marianne Moe

Mobile: +47 9161 7631

marianne.moe@telenor.com

Helge Øien

Mobile: +47 9131 9242

helge.oien@telenor.com

Media contact

Meera Bhatia

Mobile: +47 4684 4959

meera.bhatia@telenor.com