Jazz World Pakistan Limited ("Jazz" or "the Company"), (Formerly Pakistan Mobile Communications Limited) 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. Jazz 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.

Company'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. Company's Auditors, KPMG Taseer Hadi & Co. has expressed an unqualified opinion on the Company’s financial statements for the year ended December 31, 2025.

Jazz 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 Jazz under the global reporting system (GRS) which will be centralized at VEON. The management of Jazz reports at the Group level on a monthly basis via presentations on performance and key KPIs.

Pakistan’s telecommunications sector in 2026 is characterized by structural realignment, gradual financial stabilization, and a transition toward data‑centric and digital‑service‑led growth. The industry has shifted from a highly fragmented and aggressively competitive environment to a more concentrated market structure following recent consolidation. The integration of Ufone and Telenor has effectively reduced the number of major mobile network operators, reshaping competitive dynamics and altering market shares. As a result, the sector now exhibits higher concentration levels, with three principal operators accounting for the majority of subscribers and revenues. This consolidation has moderated pricing competition and has implications for regulatory oversight, market efficiency, and long‑term investment behavior. Financially, the telecom sector continues to maintain a significant position within Pakistan’s services economy. Total sector revenues have surpassed earlier thresholds, supported primarily by sustained growth in mobile data usage and broadband adoption rather than increases in subscriber numbers. Average revenue per user has shown improvement, reflecting higher data consumption and the increasing contribution of value‑added services. Nonetheless, operating margins remain constrained by elevated energy costs, currency volatility, and regulatory payments linked to foreign exchange benchmarks. These factors have increased the importance of cost management, network efficiency, and diversified revenue streams for operators. The allocation of additional spectrum through the 2026 Next Generation Mobile Services auction represents an important development in the sector’s evolution. Expanded spectrum availability has addressed capacity limitations that had affected network performance in previous years, particularly for fourth‑generation services. In the short term, the impact of this allocation is expected to be reflected in improved service quality and reduced congestion. Over the medium term, the spectrum holdings provide a foundation for the introduction of fifth‑generation services, although commercial deployment is anticipated to be selective and concentrated in high‑demand urban and enterprise locations rather than nationwide. From a technological perspective, the sector remains predominantly reliant on 4G infrastructure, which continues to carry the majority of mobile data traffic. While 5G licensing has been completed, effective deployment is constrained by limited fiber backhaul penetration and broader infrastructural challenges. As a result, operators are prioritizing targeted use cases, such as enterprise connectivity, industrial applications, and fixed wireless access, rather than widespread consumer rollout. Network modernization efforts are therefore focused on capacity optimization, spectrum refarming, and incremental fiber expansion. Industry cost structures are increasingly shaped by infrastructure sharing and operational integration. Passive infrastructure sharing, national roaming arrangements, and tower‑company partnerships are being utilized to mitigate capital and operational expenditures, particularly in rural and lower‑density areas. Consolidation has further enabled the rationalization of overlapping assets and has improved spectrum utilization efficiency. These developments reflect a broader shift toward operational sustainability and return‑focused investment planning. The regulatory environment continues to play a central role in influencing sector outcomes. Operators operate within a framework marked by high taxation, right‑of‑way challenges, and dollar‑linked licensing obligations, while revenues remain largely denominated in local currency. Regulatory authorities have signaled increased emphasis on service quality, infrastructure optimization, and sector stability. However, further reforms related to fiber deployment, cost rationalization, and long‑term spectrum policy may be required to support sustained investment and service improvements. Looking ahead, growth in Pakistan’s telecom sector is expected to be driven less by subscriber expansion and more by increased data usage per user and the development of digital and enterprise‑focused services. Mobile financial services, enterprise connectivity solutions, cloud‑related offerings, and IoT applications are increasingly integral to operators’ strategies. While overall growth is likely to remain moderate, the sector appears to be entering a phase defined by consolidation, targeted technology deployment, and a gradual shift from volume‑driven competition to efficiency and monetization‑led performance. Jazz maintains a strong relative position in Pakistan’s telecommunications market, supported by a large subscriber base, broad spectrum holdings, and an extensive nationwide network. Its presence across multiple frequency bands enables it to address both coverage and capacity requirements, while scale provides operational and cost efficiencies. The Company’s diversified service offerings and continued investment in network infrastructure position it competitively within an evolving and increasingly data‑driven market environment. The Company’s performance reflects continued progress in its transition toward an integrated digital services model under the JazzWorld framework. Digital capabilities and artificial intelligence are being embedded across platforms to enhance service delivery and customer engagement for a broad user base. The Company relishes on a share of ~37% in market cellular subscribers followed by Zong which has a ~26% market share, Telenor with a ~21% market share, and Ufone has a ~15% of market share respectively. Jazz maintains 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 ~74.8mln subscribers as of March 2026. Jazz leads the market in terms of 3G/4G subscribers, Jazz 4G subscribers stood at ~57mln by the end of March-26. 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 such as financial services, software development, data centers and cloud solutions, and entertainment. With a projected compound annual growth rate (CAGR) of over 20%, Jazz intends to double its revenue by 2027. Key contributions to this growth are expected from its new ventures, including the fintech platform JazzCash, the cloud service Garaj, SIMOSA, Fikrfree, ROX and the digital streaming service Tamasha. In CY25, Jazz invested PKR 58.6bn to expand network capacity, enhance digital platforms, and support its transition toward an integrated digital services model under the JazzWorld framework, covering connectivity, fintech, entertainment, insurance, and digital platforms. The investment focused on strengthening network infrastructure, scaling digital services, and integrating artificial intelligence into customer-facing processes and internal operations. During CY25, Company reported revenue growth of ~17% in telecom and infrastructure services on year‑on‑year, reaching PKR ~328,222mln compared with PKR ~280,291mln in CY24. The increase in revenue was supported by a growth in the total mobile subscriber base and an increased average revenue per user (ARPU). This performance reflects effective repricing measures, improved prepaid monetization, and continued customer adoption of bundled connectivity and digital services. Despite the improvement in revenues, the Company recorded a net loss of PKR ~16.8bn in CY25, compared with a net profit of PKR ~43bn in CY24, primarily due to the recognition of a one‑time transaction‑related tax charge during the period, excluding this non‑recurring impact, underlying operational performance remained stable. The Company’s net margin declined to negative ~5.1% in CY25, compared with ~15.4% in CY24, primarily due to the impact of a one‑time transaction‑related tax charge recognized during the period. In terms of average revenue per user (ARPU), voice ARPU decreased marginally to PKR 68.4 per user in CY25 from around PKR 69 in CY24. Data ARPU, however, increased to PKR 282 per user in CY25 compared with around PKR 233 in CY24, reflecting continued growth in data consumption and revenue contribution. Jazz places sustainability at the core of its long-term strategy by integrating environmental responsibility, digital inclusion, and technological advancement into its operations. The recently concluded spectrum auction represents a further step in strengthening network capabilities, with Jazz acquiring 190 MHz of spectrum for USD 239.5 million, expanding spectrum holdings and enhancing network capacity. Alongside ongoing infrastructure investment, including a planned investment of approximately USD ~1bn over the next three years, these initiatives are intended to support evolving technology requirements, including the phased introduction of 5G, while expanding digital connectivity across Pakistan. Following the launch of 5G licensing in Pakistan, this development is viewed as an enabler of broader digital transformation, with potential benefits such as improved network efficiency, reduced energy consumption per unit of data, and the development of new use cases across industries. Jazz holds spectrum across all major frequency bands—700 MHz, 2300 MHz, 2600 MHz, and 3500 MHz—making it the only operator with holdings across these bands and supporting a multi‑layered network designed to address both coverage and capacity needs. As part of the initial rollout phase, 5G services are operational at approximately ~180 sites across Islamabad, all provincial capitals, and major metropolitan centers, including Islamabad, Rawalpindi, Lahore, Karachi, Peshawar, Quetta, Multan, and Faisalabad. These initiatives are intended to support future technology requirements, including the phased introduction of 5G, and to expand digital connectivity and access across Pakistan. The Company continues to invest in energy-efficient infrastructure and renewable energy solutions to minimize its carbon footprint while preparing for next-generation connectivity. Leveraging its digital ecosystem—particularly JazzCash and Mobilink Microfinance Bank—Jazz promotes financial inclusion and socioeconomic development. Through responsible adoption of 5G and technology-driven innovation, Jazz aims to deliver long-term value while contributing to Pakistan’s sustainable and connected future.

The Company’s operations remain strongly cash‑oriented, as reflected in its EBITDA‑to‑sales ratio. In CY25, the ratio stood at ~49%, compared with around ~43% in CY24, indicating an improvement in the Company’s ability to convert revenue into operating earnings. This performance demonstrates sustained operational efficiency and resilience amid changing market conditions. The strength in EBITDA generation underscores the Company’s continued capacity to generate cash internally, providing financial flexibility to support reinvestment in growth initiatives, fund operational requirements, and manage debt obligations in a disciplined manner. In CY25, the Company reported an improvement in financial performance, as reflected in free cash flow from operations (FCFO) of PKR 148,925mln, compared with PKR 102,735mln in CY24. The year‑on‑year increase reflects stronger cash generation from core operations, supported by disciplined cost management, effective working capital optimization, and stable operating performance. The higher FCFO indicates improved liquidity generation, enhancing the Company’s capacity to meet operating requirements, service financial obligations, and fund capital investments without over‑reliance on external financing. This improvement also provides greater flexibility to support strategic initiatives and sustain business operations amid a changing economic and industry environment. As of CY25, the Company's debt portfolio consisted of a mix blend of short-term and long-term borrowings. The leveraging increased to ~72% (CY24: 69%) primarily due to license fee payments and capital expenditure requirements. In January 2026, Jazz executed a PKR 75bn interest rate swap with United Bank Limited (UBL), the largest such transaction completed in Pakistan to date.  The long-tenor swap helps mitigate interest rate risk on PKR‑denominated borrowings, supporting improved cash-flow visibility and financial planning.  The transaction reflects the growing capacity of Pakistan’s financial markets to structure and execute large-scale local-currency derivative solutions. 

Company is set to issue the Rated, Secured, Medium Term and Main Board Listed Sukuk. The issue amount for Sukuk, is up to PKR 5,000mln (Exclusive of PKR 3,000mln). The funds will be utilized for meeting the working capital requirement. The tenor shall be of ~5 years from the issue date, with a grace period of ~1 year. Principal is to be redeemed on semi-annually basis. Profit payment would be made on semi-annual basis, though, profit rate is yet to be decided.

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

The Sukuk is secured by way of a first parri passu floating charge over the present and future moveable fixed asset of the Company (not more than 5% of the Total Assets) with a margin of ~25%, alongwith all present or future receivables including cash balances in the accounts of Jazz with Nil margin. The Sukuk shall be inducted into the Central Depository System (“CDS”) of the Central Depository Company of Pakistan Limited (“CDC”), transfer of which shall be in accordance with the Central Depositories Act, 1997 and other applicable CDC regulations.