VEON Q4 2025 Earnings Call - Digital Services Scale to Profitability as EBITDA Tops $2bn

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM0: As a reminder, this conference is being recorded today. If you have any objections, please disconnect at this time. Anand Ramachandran, you may begin.

Anand Ramachandran, Chief Corporate Development Officer, VEON: Good morning and good afternoon to everyone joining us. Thank you for being with us for VEON’s fourth quarter and full year 2025 results for the period ending December 31, 2025. My name is Anand Ramachandran. I’m the Chief Corporate Development Officer for VEON. Joining me today are Kaan Terzioğlu, our Group CEO, and Burak Ozer, our Group CFO. As usual, Kaan will begin with our strategic and operational highlights, after which Burak will cover the financial results. We will then open the call for Q&A. Before we begin, please note that today’s presentation includes forward-looking statements which involve risks and uncertainties. Actual results may differ materially due to the risks detailed in VEON’s annual report and Form 20-F and other filings with the SEC. Our earnings release and presentation are available on our investor relations website. With that, let me hand it over to Kaan.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Thank you, Anand. 2025 was a strong and transformative year for VEON. We delivered double-digit operational growth, accelerated our digital strategy, strengthened our balance sheet, and unlocked significant shareholder value. Let me highlight a few key points. First, our financial momentum is strong. In the fourth quarter, in US dollars, revenues grew 17%, and EBITDA grew 29% in US dollars year-over-year. For the full year, revenues increased nearly 10% in US dollars, and EBITDA grew 19%. We also crossed an important milestone, more than $2 billion of annual EBITDA with margins expanding to 45.7%. The second theme this year is digital services revenue acceleration. Digital revenues grew 84% year-over-year in the fourth quarter and over 62% for the full year.

Digital now represents more than 17% of group revenue, up significantly from last year. In Q4, more than 20% of our revenues were digital service revenues. Following your request, we are including EBITDA for direct digital revenues to our set of disclosures. For 2025, EBITDA from digital services reached $207 million, with an EBITDA margin of 27.3%. This shows that digital ecosystem is not only growing quickly, it is also becoming profitable at scale. The third theme is execution of our asset-light strategy. During the year, we completed the sale of our Pakistan tower portfolio, deconsolidated TNS Plus, reducing our leverage and strengthening our balance sheet. We launched direct-to-cell connectivity with Starlink, which is already live in Ukraine and Kazakhstan, and this capability will expand to Bangladesh in 2026.

These initiatives demonstrate how we are combining connectivity, digital platforms, and new technologies requiring less CapEx to create long-term growth. Finally, we continue to unlock value for shareholders. The listing of Kyivstar on Nasdaq was a landmark achievement. This quarter, we are further increasing the float with a successful secondary offering, which was completed about a month ago. Today, Kyivstar is valued by the market at $2.4 billion, with VEON’s stake worth approximately $2 billion alone. During 2025, we strengthened liquidity, reduced leverage, and continued to execute our share buyback program. We believe VEON’s ADSs remain significantly undervalued, and today we are announcing our policy of continuing to repurchase at least $100 million of shares annually. Let’s move to the next slide. Our strategy is clearly translating into strong financial results.

Group revenue reached $4.4 billion in 2025, growing 9.9% in US dollar terms. Telecom and infrastructure revenues grew 3% even after the consolidation of TNS Plus, Dioda, and Kyrgyzstan, supported by average revenue per user growth driven by strong subscriber engagement. On a like-for-like basis, as the retailers would call it the same store sales, the revenue growth would have been 11% for the year. At the same time, digital revenues grew more than 62%, reaching $759 million. Digital growth is not just about scale. It is not a vanity. It is contributing to profitability and cash flow. This year we have exceeded EBITDA of $2 billion with margins expanding 350 basis points to 45.7%. This reflects both operational discipline and benefits of scale.

Next slide, please. Our growth continues to outpace inflation across our markets. Pricing control empowered by value propositions remains strong. Our ability to implement fair value pricing leveraging low customer acquisition costs and effective distribution enables us to gain wallet share from customers. Next slide, please. Our digital ecosystem continues to scale rapidly. Digital revenues reached $759 million, representing 17% of our group revenues for the full year. Financial services remain our largest digital category, with strong growth also coming from entertainment platforms, ride hailing and delivery, premium digital services, and enterprise solutions. Digital services business model have much lower capital intensity, which supports equally strong cash flow conversion. Next slide. Multi-play customers are a key driver of our growth. These are customers who are using Connectivity Plus at least one of our digital services.

Multi-play customers generate nearly 4 times the ARPU of voice-only users, and their churn rate is one-third. Today, multi-play accounts for 56% of our total consumer revenues and continues to grow rapidly. This demonstrates the power of our integrated connectivity and digital ecosystems. Next slide, please. Growth across our markets remains balanced and resilient. Pakistan, Ukraine, Kazakhstan continue to deliver strong momentum. Bangladesh returned to positive growth during the year. Uzbekistan continues to expand steadily. This diversified footprint provides stability and long-term growth opportunities. Next slide, please. Our financial services business in Pakistan continues to perform strongly. Monthly active users reached 21.5 million. The merchant base expanded to over 511,000. Transaction value reached $53 billion, equivalent to around 13% of Pakistan’s GDP. Mobilink Bank scales rapidly with a loan portfolio of $264 million and a world-class loan quality.

This positions us well to support Pakistan transition to a digital financial ecosystem. Next slide. Across our ecosystem, we now serve more than 135 million active digital service users. Three-month active digital service users exceeded 200 million, already larger than our telecom subscriber base. Digital-only customers also grew strongly, reaching 33 million. Total transaction value across the ecosystem reached $55 billion, growing more than 50% year-over-year. This is not growth. This is a structural shift demonstrating the scale and engagement of our digital platforms. Next slide, please. Our consumer digital platforms continue to scale over several verticals. Financial services, entertainment, healthcare, ride hailing, marketplaces, and super apps together now reach tens of millions of users across our markets.

At the same time, our premium digital brands, virtual digital operators such as Izi, ROX, OQ, or Raiz are creating unique experiences with integrated telecom and lifestyle services such as augmented intelligence, mobility, education, healthcare, and e-commerce. These platforms deepen the engagement and create multiple monetization opportunities. Next slide, please. Our enterprise platforms are also evolving into technology businesses serving governments and corporations. This quarter, we launched Buildix in Uzbekistan, strengthening our regional AI and software capabilities. Across our enterprise hubs, we now have around 2,000 engineers and data scientists building cloud, augmented intelligence, and data analytics solutions. Our AdTech platform now reaches over 98 million screens, enabling AI-driven advertising across our entertainment platforms. Next slide. Augmented intelligence is becoming a core part of our value proposition.

From raw data to digital services, our next frontier is to offer our customers better version of themselves, a priceless value proposition, superhero capabilities, making a doctor a better doctor, a teacher a better teacher, a farmer a more productive one. Through augmented intelligence capabilities, we are embedding AI across our platform services and enterprise offerings. We are developing local language large models, including Kazakh, Ukrainian models, and Urdu Uzbek Bengali in the making. These initiatives are already delivering measurable results. I see no reason why we cannot offer the healthcare services today available only to the wealthiest, to everyone at a fraction of a cost. There is no reason why best doctor not to be in Karachi, best teacher not to be in Dhaka.

Most productive farmer will be in Almaty or Odessa. Today, our augmented intelligence-enabled customer care tools handles close to 1 million interactions each month, creating better experience at a fraction of a cost. I can see these numbers growing tenfold over the next 2 years. With that, I will hand the call over to Burak.

Burak Ozer, Group Chief Financial Officer, VEON: Thank you, Kaan. Our group revenue reached $4.4 billion in 2025, growing 9.9% year-over-year in US dollar terms. Adjusting for portfolio changes, revenue growth would have been around 11% in dollars and over 15% in local currency terms. Digital services were again the fastest growing segment, reaching $759 million and representing 17% of the group revenue. Next slide, please. EBITDA for the year reached $2.01 billion representing 18.8% growth. Our EBITDA margin expanded to 45.7% reflecting both operating leverage and disciplined cost management. Growth was supported by strong performance across Pakistan, Ukraine, and Kazakhstan. Next slide, please. Turning to the balance sheet. We ended the year with $1.73 billion of cash, including $557 million at headquarters.

Net debt excluding leases declined to $1.75 billion with leverage reduced to 1.09x EBITDA. This reflects a strong and sustainable capital structure. With that, I’ll hand the call back to Kaan.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Thank you, Burak. Returning capital to shareholders is always a priority. We completed our first $100 million buyback program in August 2025. Our second $100 million program is currently underway. Going forward, our policy is to continue annual share buybacks of at least $100 million, reflecting our confidence in VEON’s long-term cash generation capacity. Once our annual buyback program starts after the completion of the current buyback program, shares bought back will be systematically canceled. Next slide. Let me conclude with our 2026 outlook. We will give our guidance in US dollars. We expect revenue growth of 9%-12%, EBITDA growth of 7%-10%. CapEx intensity excluding Ukraine is expected to decline to 14%-16%. We remain confident in the continued growth of both our core telecommunications and digital services businesses.

To conclude, VEON is delivering strong financial results, scaling a high growth digital services ecosystem and unlocking sustainable shareholder value. We are optimistic about the opportunities ahead. Thank you for your continued support and trust in our company. We will now open the line for questions.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Thank you. At this time, if you would like to ask a question, please click on the Raise Hand button which can be found on the black bar at the bottom of your screen. When it is your turn to ask a question, you will receive a prompt to be promoted to panelist. Please accept. Wait a moment, and once you have been introduced, you may unmute yourself, turn your video on, and ask your question. Written questions can be submitted on the webcast by using the Ask a Question tab at the top right of your screen. As a reminder, we are allowing analysts one question and one related follow-up today. If you wish to ask more questions, please raise your hand again and rejoin the queue. We will now pause a moment to allow the questioners to enter the queue.

Our first question comes from Max Findlay with R&Co Redburn. Please unmute your line and ask your question.

Max Findlay, Analyst, Rothschild & Co Redburn: Hi, this is Max Findlay from Rothschild & Co Redburn. Thank you for taking the time to speak to us, today. Firstly, I’ve got some questions on the Pakistan spectrum auction. Some might be surprised by the 50 megahertz in the 3,500 megahertz band you acquired. This bandwidth is normally associated with 5G, and I was wondering if it’s an aspiration to build a 5G network in Pakistan, or does the priority remain 4G? Secondly, from my understanding, the costs are denominated in Pakistani rupees. Are there any escalators within the spectrum costs that we should be aware of? Finally, can we expect a ramp up in Pakistan’s CapEx as you prepare on utilizing the new spectrum? Just a quick one. I noticed there was an update on the OLX Kazakhstan acquisition, which is still going through regulatory approvals.

Are you able to provide any updates on expected closing? Thank you.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Thank you, Max. Let me start with commending Pakistani government for their visionary action and reforms in the spectrum allocation in the marketplace. Pakistan struggled with, you know, almost for many years a very low spectrum allocation to the mobile operators. Actually, it was below 300 megahertz that was being shared by 4 operators. In the new auction, they auctioned 600 megahertz for 3 operators. Twice for one less operator. They have tripled the spectrum in use in the country by doing this at rupee-based pricing and at much lower pricing per spectrum. Hands-off, really a great success in terms of the execution. They raised half a billion dollars, but more importantly, they opened up a real chance to improve Pakistan’s infrastructure.

Now, during this auction, we have acquired 700, 2300, 2600, and 3500 bands, a total of 190 megahertz of spectrum for a total cost of $240 million. This is a fantastic achievement, and the reason that we have invested broad-based, you know, different platforms is our belief that we’re gonna be improving the quality of 4G as well as deploying 5G networks. It is not true that 3500 can only be used for 5G. It can be used, actually, 2600 can also be used for 5G, but we need to keep in mind that the amount of 5G capable phones in Pakistan has not even reached 5%. We believe still in Pakistan there is a huge opportunity to improve the mobile broadband services for 4G platforms as well.

This will not stop us deploying 5G in certain pockets where we see relevance, and we will be executing that strategy actually quite quickly since we are ready to roll out both advanced 4G solutions as well as 5G services in Pakistan. Now, with regard to OLX in Kazakhstan, we are actually waiting for regulatory approvals to close the transaction. I think it has already been taking a while, but I hope that it will be closed within Q2. And that’s our expectation. But of course, regulatory approvals are always depends on speed of certain institutions.

Anand Ramachandran, Chief Corporate Development Officer, VEON: Kaan, there was also a question on 5G CapEx in Pakistan. We’ve given CapEx guidance max of 14%-16%, so I think it’s fair to expect us to be very disciplined when it comes to CapEx. You know, we would not expect any big lumps coming through. It’s something the business will manage in the long run, and as Kaan said, we will be very, very disciplined in what we have as a satellite strategy where we spend where it’s necessary to maintain the network differentiation and service innovation that we want to keep.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: I would like to highlight that we are not afraid to invest. Our investments actually are returning to us in a very handsome way because all the infrastructure that we build is actually the platform for our digital services to connect to customers. We will of course keep you posted about if there will be any changes in the outlook.

Max Findlay, Analyst, Rothschild & Co Redburn: Brilliant. Thank you very much.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Thank you, Max.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Our next question comes from Theodore O’Neill from Litchfield Hills Research. Please unmute your line and ask your question.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM2: Yeah, thanks very much. First question is about so your revenue growth was strong here for the year despite somewhat challenging market. I was wondering if you could separate out a little bit the success in pricing versus volume growth, digital services and portfolio changes and that mix in to help the growth for the year.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Sure. Theodore, I think our recipe for success relies on the fact that we rely less and less on selling raw data and number of gigabytes. We managed to transform our customers consuming meaningful digital services from digital banking to entertainment to healthcare, education, retailing, marketplaces. The ability to transition into what we call multi-play really creates an opportunity to build deep relationships with the customer where our relationships are longer, meaning that churn is almost one-third and our revenue generation capacity is almost four-fold compared to a traditional single voice user. We see actually this transition allowing us not only to deliver high growth on telecom space, but also on top of that, direct digital revenues coming directly from these platforms. We separate these things completely separate from each other.

That’s the secret sauce of VEON’s digital services operator model.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM2: As a follow-up on digital revenue, could you discuss the next phase of growth, where that’ll come from and the margin profile?

Kaan Terzioğlu, Group Chief Executive Officer, VEON: The margin profile currently for 2025 is 27.3%. We have a business model that is architected to deliver equivalent cash flow generation capacity, whether it’s telecom services or digital services. If you look practically to the telecom business model, you create about, you know, 47% EBITDA margin, but then you have a heavy CapEx cost of almost 25%, and that leaves you with a 20%-23% cash flow generation capacity. On the digital services side, you know, we build a model where you create 27% margin, but your CapEx-to-revenue ratio is 7%, which again leaves you with a 20% cash generation capacity. We are very happy with this balanced model as we grow.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM2: Thanks very much.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Thank you.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Our next question comes from Adrian Cundy with Emerging & Frontier Capital. Please unmute your line and ask your question.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Hi, Kaan, Burak, Anant. Good to see you again. ’Cause I’ve got one question. Can I just talk about capital allocation in the midterm? Obviously, your CapEx is headed in the right way, so 16% core plus whatever Ukraine has to do to keep things going. You have some leverage due in 2027. You’re continuing $100 million in buybacks but no sort of long-term visibility on when dividends may resume. How do you just sort of like, you know, half a billion now at the group level, how do you sort of plan on using that? A number of investors I’ve spoken to have sort of, you know, some indirect questions saying, "What’s the long-term sort of capital allocation?

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Sure

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: vision for the company? I think it’s a big piece missing from your story.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Sure. Adrian, to be precise, as in addition to the $200 million buybacks we announced, we are actually in the middle of the second announcement we have made. Once that is completed, now we have announced the policy of continuing our stock buybacks of $100 million each year with an intention to cancel the shares that we buy back.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Mm-hmm.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: We have talked to our investors. What we hear from our investors is their preferred method of compensation is stock buybacks, not dividends.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Mm-hmm.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: As you can imagine, our business is a high growth business. We see lots of opportunities to actually grow our business and continue delivering on that policy of minimum $100 million. It doesn’t set, you know, where that could be, but minimum $100 million, I believe, is a solid basis for our policy for the mid- to long-term compensation for our shareholders. I do not necessarily see a high growth company like us being on the dividend path, and this is not a desirable outcome for our shareholders from what we hear from the investors.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Okay. A couple have asked me about it, that’s why I asked about the long term. I was sort of thinking on a 3-5-year view.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Yeah

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: more than anything. Again, you know, sort of $650 million of equity free cash flow after leases, $100 million in buybacks. There’s about $1.2 billion obviously debt at the HQ level. What is sort of the thinking on you know refinancing that? How much might be redirected to M&A at the group level? And what’s your sort of group level liquidity targets?

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Adrian, if you look to the last six quarters of our performance, and if you look to the acquisitions that we have made over this time, you will notice one thing, discipline.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Mm-hmm.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Every single acquisition that we have made, whether it be Helsi or UkrLand or solar generation sites in UkrLand or OLX, Tabletki.ua, these are all accretive businesses that we have invested in with the purpose of penetrating into adjacent markets in the countries that we are in. We will keep this discipline. Please do not think that we are out there looking for acquiring assets that we can put our hands on. We focus on what matters, customer needs and customer demand, and we will continue doing this in the markets that we are in.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Mm-hmm.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: At a certain point, it is also obvious, we as a group, we are kind of maybe unnecessarily experienced in operating in difficult markets. I’m not gonna apologize for being successful in difficult markets, but this is a unique characteristic of our company. If we see opportunities arising in markets where large population countries who are underserved in nature, under-penetrated in nature, with the right regulatory environment, taxation schemes, we might show interest. But again, as I said, we are extremely cautious and disciplined in making these type of decisions. I believe the current growth potential that we have in our five markets is abundant.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: All right. Thank you. I’ll get back in the queue.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: So-

Burak Ozer, Group Chief Financial Officer, VEON: On top of that, Adrian, I mean we have also set up an anchor for ourselves, which is 1.5 net debt excluding leases to EBITDA, which we are now well below that with 1.09, which have come down from 1.34 last year. Therefore, we have room in terms of our balance sheet from a debt perspective. Our strategy continues to push that debt down to the countries which we are at 50% level right now when you look at our debt. We are aware of the fact that our debt at the HQ will come current when November comes. Therefore, actively working together with our investors, banks, et cetera, to address that before that time and have gained some way on that one.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: All right. Thank you.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Our next question.

Burak Ozer, Group Chief Financial Officer, VEON: Thank you.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: from Nicholas Paton with Edison. Please unmute your line and ask your question.

Nicholas Paton / Vincent Fernando, Analyst, Edison / Zero One: Hello, everybody. I guess I’m sort of interested by Ukraine. I think it’s fallen off the radar a little bit with what’s happening with the geopolitical situation. The fourth quarter was quite a bit better than I expected it to be. It was about 10% better on revenues and actually a full 18% on EBITDA. I was kind of interested to hear what you’re thinking internally about the optionality of that business. What does it look like over the next couple of years if things continue as they are? You know, as we heard at the Invest in Ukraine event that you hosted recently in Dubai, you know, the potential when the war finishes is clearly very significant, and this might

In fact, it certainly is the time to invest if you want to have the full benefit from that. What are you thinking about that upside case as well? Have you made any projections on where you think the business could go in those two scenarios? I’m sure you have.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: So-

Nicholas Paton / Vincent Fernando, Analyst, Edison / Zero One: I just wanna hear what they are.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Nicholas, today, actually, we’re gonna have another call about Kyivstar operations with regard to, you know, their quarterly and annual results. More details you will be able to find there. Let me share you my dream. Ten years from today, Ukraine will be the most prosperous, happy, healthy and, you know, high quality living standard country in the entire European Union. That’s what I believe. That’s why we have been propagating, you know, the opportunities in Ukraine. Yes, today there is war. Tomorrow there might be peace. Who knows when tomorrow will happen? I truly believe that the opportunities in Ukraine and the market dynamics, which is demonstrated in our business in terms of the digital appetite of the users, you know, ability to provide services over digital platforms, whether it is healthcare or entertainment, these are abundant.

I believe with the regulatory environment getting more synchronized with European Union standards, this will give huge opportunities. You know, I really believe that this is an investment that was paid back to us in a very strong way, and I think, you know, we are proud to have an investable vehicle in Nasdaq coming from Ukraine, which will allow people to participate in this growth.

Nicholas Paton / Vincent Fernando, Analyst, Edison / Zero One: That’s great. Thanks. I’ve got another question but I’ll leave it if we’re just doing one each.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Thank you. Our next question comes from Chris Hall with NSR. Please unmute your line and ask your question.

Chris Hall, Analyst, NSR: Yeah, thanks, guys. Great obviously to see the accelerating trends. I mean, really, you know, very strong in the quarter. I just wanna touch on the settlement with Dhabi Group, though. I wonder if you could give some context around that, where that comes from, why you’ve decided to settle now, and then obviously also, you know, are there any other contingent liabilities that you think might crystallize over the next two or three years that you’d want to flag?

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Chris, thanks a lot for asking the question and giving me the opportunity to explain. We are a peaceful company. Back in 2021, I was deeply saddened with the decision of Dhabi Group in terms of exercising their put option.

Chris Hall, Analyst, NSR: Mm-hmm.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: We went through a process, and in those days, remember, it was in the middle of the COVID, we came to valuation, and we concluded on that exercise. Later on, it was obvious that, you know, our business in Pakistan did extremely well.

Chris Hall, Analyst, NSR: Mm-hmm.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: We did not only do operationally and financially well, we managed to execute on the dream of, you know, being asset light. We sold the Deodar. You know, we turned around big time our financial services business.

Chris Hall, Analyst, NSR: Yeah.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: We could not notice the, you know, bitter taste that our then minority investor, Dhabi Group, had.

Chris Hall, Analyst, NSR: Mm-hmm.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: We thought it was the right time to find a resolution to this issue. Therefore, I’m very glad to welcome him, His Highness Sheikh Nahyan, back to our cap table, and I think this is a, you know, issue that we are now going to leave behind. The management will have no distraction on thinking about, you know, this issue, and I’m so happy to basically proceed with a strong investor from the Middle East on our cap table. With regard to any other disputes like that, we are 100% peaceful now. This was an issue actually which we have indicated on our Form 20-F long time ago, and I’m happy that one more issue is off the table.

Chris Hall, Analyst, NSR: Yeah. Just in terms of the timing, is that sort of potentially make a potential Jazz IPO simpler? Is there anything to sort of read into it from that perspective or not?

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Look, I think our intentions are obvious. Less conflicts, more peace, more prosperity for everyone. I think this is, of course, an important thing with regard to opening up our monetization opportunities in Pakistan.

Chris Hall, Analyst, NSR: Yeah

Kaan Terzioğlu, Group Chief Executive Officer, VEON: both for financial services and Jazz itself.

Chris Hall, Analyst, NSR: Yeah. Okay. Thank you.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Thank you.

Burak Ozer, Group Chief Financial Officer, VEON: Also before addressing the bonds, this would be a good time to clarify and bring clarity to all our investors, as I just mentioned a couple of minutes ago, that we will be addressing our bonds. We believe that this would be the good time to clarify the situation and have a clear pathway forward.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Thank you. Our next question comes from Vincent Fernando with Zero One. Please unmute your line and ask your question.

Nicholas Paton / Vincent Fernando, Analyst, Edison / Zero One: Hi. You’re acquiring TPL Insurance with expected closing mid-2026. Can you walk us through the embedded insurance thesis behind that, maybe distributing through JazzCash’s 74 million subscriber base? Maybe any color on what target attach rate you’re assuming you’d achieve? Is this a story we’d see maybe second half 2026 starting to be accretive to digital or it’s more a 2027 story? Thank you.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Vincent, thanks for asking. Actually, insurance business has been already accretive to our business in Pakistan. It is sometimes, even if when I say it’s hard to believe, on a daily basis, we are embedding about 900,000 insurance policies in our different products. This is happening today. One of the reasons why we thought acquiring an insurance company as part of our financial services offerings is the realization that why are we selling other people’s products only if we can sell some of our own assets here as well? There are two important platforms. One part is JazzCash, which is selling lots of embedded insurance policies.

The other platform is FikrFree, which is actually a health insurance platform, which I also think that it’s a huge opportunity for us as we focus on healthcare services. You know, TPL it’s a small insurance company with about $20 million-$25 million of top line, but this will give us the necessary licenses and platforms to build, you know, low damage cost insurance products. Thank you.

Max Findlay, Analyst, Rothschild & Co Redburn: One other sort of follow-up question for that. You know, a lot of mobile money operators in emerging markets have converted to full digital bank licenses.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Yeah.

Max Findlay, Analyst, Rothschild & Co Redburn: Just wanna get maybe the latest. Is there, you know, a digital banking license for JazzCash? Is that something actively pursuing right now with the State Bank?

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Digital financial services is one of our priority growth areas, and in all the markets that we are active in, we are actively seeking digital banking licenses. It’s no secret. With regard to Pakistan, our operation in Pakistan includes a microfinance bank and a digital wallet. Combination of these things create actually, with certain limitations, equal to digital banking license capabilities. Imagine, with those limitations, we managed to create this business success story. Once those limitations will be gone, I think our business will even grow faster. We are actively seeking those, and I’m confident that, you know, we build the necessary credibility in the eyes of the central banks, not only in Pakistan, but also in other central banks, to be allowed for digital banking licenses.

Max Findlay, Analyst, Rothschild & Co Redburn: Great. Thank you so much.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Thank you. Thank you, Vincent.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Our next question comes from Matthew Harrigan with StoneX. Please unmute your line and ask your question.

Matthew Harrigan, Analyst, StoneX: Thank you. You’re devising local market LLMs in concert with some very prominent international tech companies, and what’s interesting is Zoom is actually taking a somewhat similar approach. They’re not trying to have the costs for the LLMs in-house. They’re working with, you know, really what they call a federated model, working with Google and everyone else, you know, OpenAI. Interestingly, you’re probably aware of it, there’s something called Humanity’s Last Exam, which is kind of an amusing acronym, HLE. It rates AI models. What they did in-house using this composite approach and doing a lot of SLMs for specific verticals actually graded out ahead of what even, you know, the latest Gemini model did.

I would imagine that with your market specificity and all the language differences, you must really be, if you don’t have it already, you must be working toward LLMs that are maybe vastly or considerably better than anything else that would work in the market. Do you have any thoughts about the progress? I know this is kind of a down in the weeds question, but do you have any thoughts about the progress you and your partners are making on the LLMs for the various markets? Thank you.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Matthew, thanks a lot for the question. We have a couple of partners that we work with very closely. One of them is Seeker, one of them is MeetKai, and we really work together to develop low cost but very effective local language models. We have so far been successful with Kazakh LLM, Ukrainian LLM is in the making, and in the meantime, we are working on Urdu, Bengali and Uzbek LLMs. The reason why we take this sovereign AI opportunity is because there is no other player in our markets. You know, our markets is by themselves is a entry barriers around payments, around access, digitalization, mobile broadband and affordability. We are leveraging all those capabilities to make sure that we are uniquely positioned to capture this market.

I’m very excited because this is actually the value proposition in terms of building the next step, right? Raw data is what everybody does. You sell gigabytes. Digital services, what very few does among us is we are very successful in that you sell subscription to services. The third level, you make people better. A doctor having an agent as a maybe an online assistant for him taking notes or a teacher helping with, coaching and planning of educational programs. We really focus on that part because this is what matters, customer getting a better service. I believe there is no other player in the markets that we operate in who can deliver on this promise. We have the right distribution platforms, the super apps.

We have JanaMD, we have Tamasha, you know, we have Hambi, we have Kyivstar, My Kyivstar. You know, all these platforms are just a click away from the customer to make them super human beings. That’s the business which is most exciting in my mind currently.

Matthew Harrigan, Analyst, StoneX: Congratulations, especially on getting about 20% on the digital revenues. I think that’s really key to the stock rerating on the valuation multiples. Thank you.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Thank you very much, Matthew.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Our next question comes from Ahmed Mostafa with Enam. Please unmute your line and ask your question.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM: Hello, everyone. Thanks for presentation and congrats on the numbers. I have two questions. First is, your 2026 guidance implies some margin compression, with EBITDA growth trailing revenue. Is this primarily a function of the mix shift toward the high growth digital segment, which carries a lower EBITDA margin but higher free cash flow conversion rate due to its asset light nature? And second, the question is regarding the recent auction win in Pakistan. Could you provide more color on the deployment timeline for the new spectrum? Specifically, when should we expect this added capacity to translate into visible operating metrics such as ARPU growth or lower churn in the 4G base? Thank you.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Ahmed, thanks a lot. If you look to 2025 performance of ours, and I made this comparison like if we were a, you know, a retail business, like we would do same-store basis comparisons. If you would do that, you would see that our revenues grew 11% and our EBITDA grew basically 18.8%. On the back of that overperformance in terms of nominal EBITDA, when you compare the EBITDA guidance we have given, actually you will see that it is not a, you know, a low number. We will actually be growing our nominal EBITDA in a very significant way. We are also looking into the realities of this world. It’s not the dilution that potentially, you know, the digital services will bring. It has maybe some small element.

The real reality we are at today, none of our countries, except for Kazakhstan, is oil producing. It is natural to expect $90-$120 per barrel oil price, which will potentially have an inflationary impact of 2%-9% in the countries that we operate in. Now, I do expect that we would react in a positive way. We have pricing power in the markets that we can apply. The timing of these things could have an impact. That’s the assumptions that we took into consideration when coming up with our guidance for the market.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM: Okay.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Now, with regard to Pakistan, we are, I think, allocated today the spectrum. The market is so spectrum hungry that I think some of that will happen immediately. If you think about, you know, the average consumption of data in Pakistan, we are today at 7 gigabytes per person. In any other 4G mobile broadband environment, we are talking about 20 gigabytes per person consumption. Clearly there is a bottleneck that is going to be disappearing, and I do expect some of that to come as early as towards the end of this year, and the rest will of course come from new deployments, which we will see the impact in two years. The good thing about our model is our sourcing mechanisms allow us to start paying for the CapEx when the equipment starts cash generation.

I believe we will be able to balance this process in terms of cash received from the customers and that is invested in the marketplace. Thank you.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM: Thank you so much. Thank you.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Thank you.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Our next question is a written question from Yojie Onobule from Barings. It says: What are the plans for the 2027 bonds? Do they plan to come to market this year to refinance it? Are there any more acquisitions in the pipeline? Do we expect FCF to be positive this year? Is there a leverage target?

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Burak, I will leave you to answer the question.

Burak Ozer, Group Chief Financial Officer, VEON: Sure. As I said, on the previous answer that we are planning to address those bonds this year before they become current in November. Having said that, the amount will be dependent on what comes in and out in terms of our asset light strategy, sales, our M&A portfolio that we have on the radar screen. So the amount is not decided as of today. In terms of the free cash flow, we intend to turn minimum a double-digit free cash flow to revenue going forward and therefore you could expect a positive free cash flow from us from that perspective. Was there a third question that I missed in terms of M&A? I think there was a third question, Anand, yes.

Anand Ramachandran, Chief Corporate Development Officer, VEON: Yes. I think we are always, as Kaan pointed out, we are always looking at a bunch of targets. As Kaan pointed out, expect us to be extremely disciplined, continue to be extremely disciplined in the way we look at these assets. We have a priority of growing the digital ecosystem. We have a priority of growing the financial services business, and clearly we will look to make investments in telecom as the spectrum investment in Pakistan shows. Absolutely, we will be opportunistic, and that’s why Burak went back to the point of, you know, how much we decide to raise eventually will be a function of timing around that as well. The one consistent theme around this is discipline and making sure that whatever we do is accretive to earnings, cash flows, and shareholders value.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Thank you. Our next question comes from Adrian Cundy with Emerging & Frontier Capital LLP. Please unmute your line and ask your question.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM: Hi, Kaan. I’m gonna come back to digital revenues and EBITDA in this question. How-

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Do you sort of have a midterm goal of sort of achieving what share of revenues in digital given that, you know, roughly, as we’re saying, your cash generation capacity 20% revenue in digital, 25% in cellular. Do you sort of see digital achieving like a third of revenue in next 3-5 years or more, just from a planning perspective? How much of that do you think can be generated organically versus future acquisitions?

Kaan Terzioğlu, Group Chief Executive Officer, VEON: The dream I have in three years to have 50-50%. Now

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Okay

Kaan Terzioğlu, Group Chief Executive Officer, VEON: We increase our percentage every quarter about 1 percentage points, right? If you take that, you know, 12 will come from organic growth. I think, you know, as we have executed it successfully in certain markets, there will be small opportunities to capture not only actually capturing revenues or EBITDA by acquisitions, but talent. We are very well aware of the fact that we are entering into some businesses where we need fresh talent and experience. That’s why we acquire an insurance company. We know how to get a license. We can build from scratch, but sometimes it is better for us to actually capture the talent in the marketplace while we grow.

Expect us with these small type of acquisitions in the countries that we operate in, which will not be big acquisitions, but it will give us the talent and the businesses and the products and the customer base. I do like to see in 3 years from today, a 50-50 balance in terms of our revenues.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Share of EBITDA would be similar given the cash generation.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Yes, exactly. I think, you know, we will continue executing on the business model that I described before. Yeah.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Okay. Just an extension of that and maybe tie this in with the broader asset-light strategy. I mean, we’ve seen some announcements in Uzbekistan where there’s been a small investment in data center. We’ve seen in Ukraine, of course, an investment in solar. Your Ukraine CEO has commented on previous calls that there is a midterm dream in the country of building something up like a next gen fiber network or an infrastructure network for the company along the lines of Openreach net in the UK or Singapore’s NetLink NBN Trust. How are you gonna juggle those two sort of things with the?

You’ve made comments earlier on these calls about your resolute commitment to really keeping CapEx light, and I think you’ve done so far so good with the sales ratios you have, the intensity.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Yeah

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: What’s the long term? How do you plan on juggling these sort of the necessity of, if you will, you know, of things like data centers with, you know, a digital business-centric business?

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Look, we are committed being an asset-light company, and we will continue executing on that. Also we are not dogmatic. There are realities in different countries, and Ukraine is one of those countries. You know, this is a country which has a systemic gap in energy generation and distribution. Therefore, when we see the opportunities, especially from the perspective of hedging also the cash we generate in the country, we are looking for assets which are already revenue and EBITDA positive, accretive to invest in. With the acquisition that we have done in the solar generation, which was 15 megawatt, I would like to reach at least 30% of our energy consumption in Ukraine to be generated by our own solar capacity. Potentially, who knows? This is a country that needs rebuilding and reconstruction, and I would like to be part of that.

Still we will keep in the midterm, a perspective and a roadmap for getting asset-light again. Don’t be surprised if we would do temporary investments in asset-heavy businesses in Ukraine, but later on, quickly move into finding the right investors for those type of assets as we execute our strategy. Our asset-light strategy has not changed. As I mentioned, country by country, it can show certain differences. Yeah.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Mm-hmm. Okay. Thank you.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Thank you.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Our final question comes from Ali Zaidi with INAM. Please unmute your line and ask your question.

Ali Zaidi, Analyst, INAM: Hi, guys. Thank you for the opportunity. My question is like with Jazz and MMBL now established as a digital financial ecosystem in Pakistan and with TPL also coming in, what do you think would be the relevant next steps, the digital financial ecosystem in Pakistan? Do you see enough growth within the loan book and the user base to, like, justify a standalone IPO?

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Yeah. Thanks a lot for the question. You know, as I mentioned in Pakistan currently, we operate under certain, you know, microfinance bank license metrics, and those metrics require us to, you know, limit our loan book and growth to certain lower level limits. I look forward to upgrading our license to a full digital banking license in Pakistan, and that will of course open up new growth opportunities for us. I expect those things to be happening throughout this year. As those happen, I think we will be in a better position to look into opportunities to monetize this asset. We are very happy with the performance. I think the potential is huge.

Keep in mind that, you know, Pakistan is a 250 million population country, and more importantly, a significant diaspora outside of the country doing quite a lot of remittances. 30% of Pakistan GDP comes from remittances, coming from other countries. Being a real digital bank, ability to have foreign currency translations and a much wider base for lending, I think is a huge opportunity in front of us, and I would like to first see that opportunity realized.

Ali Zaidi, Analyst, INAM: Thank you so much.

Ahmed Mostafa / Ali Zaidi, Analyst, Enam / INAM1: Thank you very much. We have no further questions at this time. I will now hand back to Anand Ramachandran for closing remarks.

Adrian Cundy, Analyst, Emerging & Frontier Capital LLP: Thank you, James. Well, guys, thank you so much for joining us on the call. It’s a pleasure as always. Any further questions, please do feel free to reach out to us, and we’ll be happy to assist with that in an instant. We look forward to seeing you in the next quarter. Till then, all the best.

Kaan Terzioğlu, Group Chief Executive Officer, VEON: Thank you very much. All the best.