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 Hussain Khan, CFO, who brings over three decades of experience in prominent financial institutions, the Company is thriving. 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 surge in 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. The country's total number of cellular subscribers reached to ~201mln users by December 25 (penetration of ~80.34% of the total market) while 3G/4G subscribers reached to ~155mln users (penetration of ~61.97%). The rate of growth in 3G/4G subscribers 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 ~26.5% market share, Telenor with a ~21% market share, and Ufone has a ~14% of market share respectively. Jazz maintains its position as the market leader, holding ~37% share of the cellular market in terms of total subscribers. Jazz leads the market in terms of 3G/4G subscribers. 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, and the digital streaming service Tamasha. During IHCY25, PMCL’s revenue surged by ~12% to PKR ~156,238mln on YOY basis (CY24: PKR~281,214mln), driven by higher higher ARPU and rapid growth in digital services like fintech. Company reported a net loss of PKR ~26bn during IHCY25 (CY24: profit of PKR~43bln), the primary factor for the loss in IHCY25 was the significant tax liability incurred on capital gains arising from the tower sale transaction in review period. In terms of ARPUs, the average voice ARPU was recorded atPKR ~67 per user in IHCY25 (CY24: PKR ~67), average data ARPUs recorded at PKR ~236 per user in IHCY25 (CY24:~236).

The Company's operations are fundamentally cash-driven, as evidenced by its robust EBITDA to sales ratio. As of IHCY25, this ratio stood at ~50%, demonstrating consistent efficiency in converting revenue into earnings before interest, taxes, depreciation, and amortization (EBITDA). Though ~43% ratio recorded in CY24, which highlights the Company's ability to maintain a strong cash-generating capacity, even amidst potential market challenges or changes in operating conditions. This cash-centric model provides the Company with significant financial flexibility, 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 from operations (FCFO). The FCFO amounted to PKR 68,456mln, marking an impressive year-on-year growth compared to the PKR 84,830mln recorded in CY24. This substantial increase underscores the Company's ability to efficiently manage its operational cash flows, reflecting resilience and effective financial strategies amidst the evolving business environment. The growth in FCFO highlights the Company's capability to generate liquidity, which can be reinvested into its core operations . As of IHCY25, the Company's debt portfolio consisted of a mix blend of short-term and long-term borrowings. The leveraging increased to ~73% (CY24: 69%) primarily due to license fee payments and capital expenditure requirements. On January 19, 2026, PMCL executed a PKR 75bn interest rate swap with United Bank Limited (UBL), the largest such transaction in Pakistan’s history. The long-dated swap was designed to hedge JazzWorld’s exposure to interest-rate volatility on rupee-denominated borrowings, thereby improving cash-flow stability and financial predictability, with UBL serving as the sole counterparty and structuring bank.

PMCL 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 issuer has an option to partially / completely prepay the prinicipal amount of the Medium Term Sukuk subject to ~30 days prior written notice any time after one year from the issue date.

The MT Sukuk is secured by way of a first pari passu floating charge over the present and future movable fixed assets of the Company (excluding specified assets and subject to a cap of not more than 5% of Total Assets) with a margin of ~25%, together with a first pari passu floating charge over all present and future receivables, including cash balances in the accounts of PMCL, with nil margin.

The Sukuk shall be inducted into the Central Depository System (“CDS”) of the Central Depository Company of Pakistan Limited and shall be transferable in accordance with the Central Depositories Act, 1997 and applicable CDC regulations. The security shall be created through execution of a Deed of Accession pursuant to the Amended and Restated Intercreditor Agreements (Movables) and (Receivables).