Pakistan Mobile Communications Limited ("PMCL" or "the Company") was incorporated in December 1990 as private limited entity, and commenced operations in August, 1994. In February 2005, the Company changed its status from a private limited Company to a public limited Company. PMCL was initially also rated by international rating agencies due to its foreign debt exposure. The Company is the largest cellular telecommunication service provider in the country engaged in the installation, operation and maintenance of a countrywide GSM cellular network under the brand name 'Jazz'.

VEON Ltd. (VEON) owns ~100% shareholding of the Company, ~85% through wholly owned subsidiary International Wireless Communications Pakistan Ltd and ~15% stake through another wholly owned subsidiary. VEON Pakistan Holdings B.V. VEON offers a wide range of wireless, fixed, and broadband services to over ~160mln customers in 6 countries. The group (formerly Vimplecom) has rebranded to VEON by revitalizing its business operations from telecom to wider technology platforms in order to penetrate diversified streams. VEON provides a range of digital services and connectivity solutions under various brands, including Banglalink in Bangladesh, Jazz in Pakistan, Kyivstar in Ukraine, and Beeline in Kazakhstan. The ownership structure of the Company is considered stable as VEON has demonstrated resilience and stability by maintaining strong financial performance and liquidity. VEON showcases strong business acumen through strategic decisions and market adaptability to innovation and digital inclusion.

PMCL’s Board of Directors comprises nine members including Chief Executive Officer. All are seasoned professional with vast experiences. Mr. Muhterem Kaan Terzioglu is the Chairman of the board. Prior to joining VEON, Kaan was Turkcell’s CEO from April 2015 until March 2019. In that role, he led the Company's successful digital transformation. Before joining Turkcell, Kaan held global managerial roles at Cisco and Arthur Andersen, working across Europe and the United States. PMCL' Auditors, KPMG Taseer Hadi & Co. has expressed an unqualified opinion on the Company’s financial statements for the year ended December 31, 2024.

PMCL has a well-defined organizational structure and different operational activities are properly segregated and managed through different departments. The department heads report to the CEO & respective heads at VEON. Mr. Aamir Ibrahim, the CEO, brings over two decades of experience from leading starry companies across various countries and industries, with a significant emphasis on the telecom sector. Under the leadership of Mr. Farrukh Khan, CFO, who brings over three decades of experience in prominent financial institutions, the Company is thriving. His expertise in mergers and public offerings will bolster Jazz's financial strategy and foster innovation. The Company has established strong systems and controls & continuously improving under the guidance of VEON. As VEON is listed on New York Stock Exchange (NYSE) and companies listed on the New York Stock Exchange (NYSE) are generally required to comply with the Sarbanes- Oxley Act (SOX) and must establish and maintain effective internal controls over financial reporting, have independent audit committees, and comply with various reporting and disclosure requirements outlined by SOX . Report generation has been optimized to bring efficiency. Furthermore, the group has been directed to bring PMCL under the global reporting system (GRS) which will be centralized at VEON. The management of PMCL reports at the Group level on a monthly basis via presentations on performance and key KPIs.

The telecom industry in Pakistan is undergoing substantial developments, marked by regulatory updates. A surgein mobile data usage has driven major operators such as Jazz, Telenor, Zong, and Ufone to invest in infrastructure.There is also an emphasis on financial inclusion through mobile wallets and banking services. According to thelatest statistics from the Pakistan Telecommunication Authority (PTA), the telecom industry recorded ~17%revenue growth, reaching PKR ~955.2bln in CY24. This growth was primarily driven by the expansion of 3G and 4Gservices. Out of the total, the cellular mobile operators (CMO) contributed ~PKR 629.2bln. The country's totalnumber of cellular subscribers reached to ~197mln users by March 25 (penetration of ~80.3% of the total market)while 3G/4G subscribers reached to ~143mln users (penetration of ~58.31%). The rate of growth in 3G/4Gsubscribers has been impressive in the last few years.  The Company relishes on a share of ~37% in market cellular subscribers followed by Zong which has a ~26%market share, Telenor with a ~23% market share, and Ufone has a ~14% of market share respectively. Jazzmaintains its position as the market leader, holding ~37% share of the cellular market in terms of total subscribers.However, subscriber growth remained constrained, with the reported ~71.3mln subscribers as of CY24, unchangedfrom CY23. Jazz leads the market in terms of 3G/4G subscribers, Jazz 4G subscribers stood at ~53.3mln by the endof March-25. Jazz aims to evolve from a mobile telecommunications operator to a dynamic service Company,focusing on leveraging its strengths in data and connectivity. The Company plans to disrupt multiple sectors suchas financial services, software development, data centers and cloud solutions, and entertainment. With a projectedcompound annual growth rate (CAGR) of over 20%, Jazz intends to double its revenue by 2027. Key contributions tothis growth are expected from its new ventures, including the fintech platform JazzCash, the cloud service Garaj,and the digital streaming service Tamasha. In CY24, Jazz invested an impressive PKR 53.9bn, marking a ~46.2%increase compared to the previous year. This investment focused on expanding the reach and quality of 4Gservices, ensuring broader connectivity across Pakistan. The integration of AI solutions further strengthened Jazz'sefforts to provide cutting-edge services. During IHCY25, PMCL’s revenue surged by ~14% to PKR ~281,214mln on YOY basis (CY24: PKR~246,449mln), drivenby higher prices and increased sales. Company reported a net profit of PKR ~43bln during IHCY25 (CY24: PKR~4.6bln), a significant improvement in the review period. This remarkable turnaround underscores the Company'sstrong performance during the review period. The Company achieved a remarkable enhancement in its net margin during IHCY25, rising to ~15.3% from a modest~1.9% in CY24. This substantial improvement was primarily attributed to an increase in Average Revenue Per User(ARPU), which played a pivotal role in driving profitability. The growth in ARPU not only strengthened net marginsbut also contributed to improved performance across all levels, highlighting the effectiveness of the Company's strategic initiatives in optimizing its revenue streams. In terms of ARPUs, the average voice ARPU was recorded atPKR ~67 per user in IHCY25 (CY24: PKR ~66), average data ARPUs recorded at PKR ~236 per user in IHCY25 (CY24:~200).

The Company's operations are fundamentally cash-driven, as evidenced by its robust EBITDA to sales ratio. As of IHCY25, this ratio stood at ~43%, demonstrating consistent efficiency in converting revenue into earnings before interest, taxes, depreciation, and amortization (EBITDA). Though ~44% ratio recorded in CY24, which highlights the Company's ability to maintain a strong cash-generating capacity, even amidst potential market challenges orchanges in operating conditions. This cash-centric model provides the Company with significant financialflexibility, enabling it to reinvest in growth opportunities and manage debt obligations effectively. In IHCY25, the Company demonstrated a strong financial performance, as evident from its free cash flow fromoperations (FCFO). The FCFO amounted to PKR 84,830mln, marking an impressive year-on-year growth comparedto the PKR 73,633mln recorded in CY24. This substantial increase underscores the Company's ability to efficientlymanage its operational cash flows, reflecting resilience and effective financial strategies amidst the evolvingbusiness environment. The growth in FCFO highlights the Company's capability to generate liquidity, which can bereinvested into its core operations. As of IHCY25, the Company's debt portfolio consisted of a mix blend of short-term and long-term borrowings. Theleveraging increased to ~69% (CY24: 53%) primarily due to license fee payments and capital expenditurerequirements and inclusion of short term debt towards the end of year at sub KIBOR rate. PMCL achieved a majormilestone by securing the largest long-term syndicated credit facility in the private sector, valued at PKR ~75bn.This remarkable financial undertaking was aimed at advancing the telecom and digital infrastructure across Pakistan.

PMCL's third-rated, unsecured, privately placed short-term Sukuk-III (PPSTS-III) has been redemmed on October 28, 2025. The issue amount for PPSTS III was up to PKR ~15bln and it was disbursed in multiple tranches / issues. The funds were utilized for general corporate purposes, including but not limited to capital expenditure and license-related payments. The tenor was six (06) months from the issue date (April 28, 2025) of each tranche. Similarly, principal was to be redeemed as bullet payment six (06) months after the issue date. The profit rate was set at 3MK - [15bps] p.a. Profit wiould be paid at the maturity of the issue and was calculated 365/366-days on year basis.

The claims of the Sukuk holders is ranked superior to the claims of ordinary shareholders.

The Sukuk is rated, unsecured, and privately placed issued as redeemable capital under Section 66 of the Companies Act 2017.