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A. History and Development of the Company
Overview
VEON is a leading digital operator strategically positioned across five frontier markets: Bangladesh; Kazakhstan; Pakistan; Ukraine; and Uzbekistan. The Company delivers comprehensive digital and telecommunications and digital services (including voice, fixed broadband, data and cloud services) through local brands that resonate with each market’s unique digital landscape, including our “Kyivstar,” “Banglalink,” “Toffee” and “Jazz” brands. VEON operates across five countries that are home to more than 6% of the world’s population. The company's digital operator strategy focuses on delivering services beyond traditional mobile and fixed connectivity, and expands into digital financial services, entertainment, healthcare, education and digital enterprise services. As of December 31, 2025, we had 18,938 employees. For a breakdown of total revenue by category of activity and geographic segments for each of the last three financial years, see Item 5—Operating and Financial Review and Prospects.
VEON Ltd. is an exempted company limited by shares registered under the Companies Act 1981 of Bermuda, as amended (the “Companies Act”), incorporated on June 5, 2009. Our registered office is located at Victoria Place, 31 Victoria Street, Hamilton HM 10, Bermuda and our headquarters are located at Index Tower (East Tower), Unit 1703, Dubai (DIFC), the United Arab Emirates. Our telephone number is +971 52 138 1275. We have established a representative office in the DIFC under registration number 9640 and our effective management and control is in the DIFC, through the holding of board meetings in the DIFC. As such, we are registered for United Arab Emirates corporate tax.
Our website is www.veon.com. The information presented on our website is not part of this Annual Report on Form 20-F and is not incorporated by reference.
Our legal representative in the United States is Puglisi & Associates, 50 Library Ave, Suite 204, Newark, DE 19711 (+1 (302) 738 6680). Our agent for service of process in the United States is CT Corporation, 11 Eighth Avenue, New York, NY 10011 (+1 (212) 894 8400). In addition, the SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, which can be accessed over the internet at http://www.sec.gov.
History
Our predecessor VimpelCom (formerly OJSC VimpelCom) was founded in 1992 and listed American Depositary Shares (“ADS”) on the New York Stock Exchange in 1996. Its successor, VimpelCom Ltd., remained listed on the New York Stock Exchange until 2013 when it was subsequently listed on the NASDAQ Global Select Market. In March 2017, the company rebranded as VEON. VEON traded its common shares on Euronext Amsterdam from and on April 4, 2017 until November 22, 2024.
In the early 2000s, we began expanding into certain markets in Eastern Europe and Central Asia, including Kazakhstan, Ukraine, and Uzbekistan, in 2004, 2005 and 2006, respectively. In 2019, we entered into the Pakistan and Bangladesh markets. In recent years, we have strategically refocused our business towards specific markets, leading to, among others, the sale of our operations in Algeria, Russia and Kyrgyzstan in 2021, 2023 and 2025, respectively.
Business Strategy
Since its inception, VEON has been offering traditional telecommunications services, which includes fixed-line, text, voice and data, as well as owning and operating network infrastructure. We remain at the forefront of 4G and 5G adoption and are positioning ourselves to be the dynamic connectivity provider in each of our markets.
Since 2021, our operating companies have been executing our Digital Operator 1440 (DO1440) model, which aims to enrich our connectivity offering with proprietary digital applications and services in addition to strategic, in-market acquisitions of digital businesses. Through this model we aspire to grow, not only the market share of our operations, but also the relevance and the wallet share of our businesses within the industry by delivering value via our mobile entertainment, mobile health, mobile education, and mobile financial services. Building on this foundation, VEON has introduced its Augmented Intelligence 1440 or (AI1440) strategy, which focuses on embedding AI-powered capabilities across the Company’s digital platforms. This includes integrating native-language models and other advanced AI tools to enhance user experience and operational efficiency across many of our digital platforms.
Further, the Company deploys an “asset-light” model, under which we retain only the core assets necessary to operate our business. In several markets, we have completed transactions for the sale of tower and other infrastructure assets in favor of long-term lease, right-of-use, and service arrangements. This strategic shift enables our operating companies to allocate more time and resources toward customer-facing and digital initiatives, reinforcing our focus on innovation and growth.
Demerger and Listing of Kyivstar
On March 18, 2025, VEON entered into a merger agreement (the “BCA”) with Cohen Circle Acquisition Corp. I (“Cohen Circle”), a special purpose acquisition company, which concluded with the successful combination of Cohen Circle with Kyivstar Group Ltd. (“Kyivstar Group”) (the “Business Combination”), and the Kyivstar Group’s listing on the Nasdaq on August 15, 2025 (the “Listing”). For more details on the proposed business combination regarding the listing of Kyivstar, see Item 10.C — Material Contracts.
On April 8, 2025, the Company completed a partial Dutch statutory demerger (juridische afsplitsing) of Kyivstar Holdings B.V. (formerly VEON Holdings B.V.) pursuant to Article 2:334a(3) of the Dutch Civil Code (the “Demerger”). Under the Demerger, Kyivstar Holdings’ interests in its subsidiaries, together with certain assets, liabilities and contracts, were allocated among Kyivstar Holdings and two newly incorporated, wholly owned subsidiaries of VEON. Following the Demerger, Kyivstar Holdings retained only JSC Kyivstar, Ukraine’s leading digital operator, and its subsidiaries, along with select assets and liabilities, and ceased to be one of the VEON’s central holding entities. The Demerger was subject to a 30-day creditor objection period according to the Dutch demerger statute. Such 30-day period elapsed without objection and a “no objection” letter was received by Kyivstar Holdings from the Dutch judicial authorities in February 2025.
B. Business overview
Business Units and Reportable Segments
Our reportable segments currently consist of the following five geographic segments: Pakistan; Ukraine; Kazakhstan; Uzbekistan; and Bangladesh. We also present our operations for “HQ” which represents transactions related to management activities within the group in Amsterdam and Dubai and costs relating to centrally managed operations, and reconciles the results of our reportable segments and our total revenue and Adjusted EBITDA. See Item 5—Operating and Financial Review and Prospects—Reportable Segments and Note 2—Segment Information to our Audited Consolidated Financial Statements for further details.
This Item 4, unless indicated otherwise, provides a description of our business as of December 31, 2025. Important aspects of our business operations may be subject to change, including licensing, our product offering, our market position and contractual arrangements with governments and key third parties.
Subsidiaries
The table below sets forth our significant subsidiaries as of December 31, 2025. The equity interests presented reflect our direct and indirect ownership interest. Our percentage ownership interest is identical to our voting power for each of the subsidiaries listed below:
Name of significant subsidiary Country of incorporation Nature of subsidiary Percentage of ownership interest
VEON Amsterdam B.V. Netherlands Holding 100.0 %
VEON Holdings B.V.* Netherlands Holding 89.6 %
VEON MidCo B.V. * Netherlands Holding 100.0 %
VEON Intermediate Holdings B.V. * Netherlands Holding 100.0 %
JSC “Kyivstar” ** Ukraine Operating 89.6 %
Kyivstar Group Ltd. ** Ukraine Holding 89.6 %
LLP “KaR-Tel” Kazakhstan Operating 75.0 %
LLC “Unitel” Uzbekistan Operating 100.0 %
VEON Finance Ireland Designated Activity Company Ireland Holding 100.0 %
VEON Luxembourg Holdings S.à r.l. Luxembourg Holding 100.0 %
VEON Luxembourg Finance Holdings S.à r.l. Luxembourg Holding 100.0 %
VEON Luxembourg Finance S.A. Luxembourg Holding 100.0 %
Global Telecom Holding S.A.E Egypt Holding 99.6 %
Pakistan Mobile Communications Limited Pakistan Operating 100.0 %
Banglalink Digital Communications Limited Bangladesh Operating 100.0 %
VEON Group Holding Company Limited Dubai Branch 100.0 %
* On April 8, 2025, we completed a partial Dutch statutory demerger of VEON Holdings B.V. (“VEON Holdings”) pursuant to article 2:334a paragraph 3 of the Dutch Civil Code, (the “Demerger”) as a result of which VEON Holdings’s previously-held interests in its subsidiaries (along with other assets, liabilities and contracts) were allocated among VEON Holdings and two newly-incorporated entities, VEON MidCo B.V. and VEON Intermediate Holdings B.V. Effective April 8, 2025: (i) VEON Holdings’s only subsidiary is JSC Kyivstar; (ii) VEON MidCo B.V. holds the interests in VEON’s operating subsidiaries and other key assets; and (iii) VEON Intermediate Holdings holds the interests in VEON’s non-core assets and subsidiaries. Following the demerger, VEON Holdings B.V. changed its name to Kyivstar Holdings B.V., effective February 2026.
** On August 14, 2025, pursuant to a Business Combination Agreement with Cohen Circle Acquisition Corp. I (the “BCA”), VEON Amsterdam B.V. (“VEON Amsterdam”) sold the post‑Demerger VEON Holdings (consisting solely of JSC Kyivstar) to Kyivstar Group Ltd. Upon the closing of the BCA, VEON Amsterdam held a 89.6% stake in Kyivstar Group Ltd., refer Note 11 - Significant transactions of these consolidated financial statements for further details. Subsequent to the year ended December 31, 2025, On February 3, 2026, VEON announced the closing of a secondary public offering of 14,375,000 common shares of Kyivstar Group Ltd. following which VEON Amsterdam further decreased its ownership in Kyivstar Group Ltd. to 83.6%, refer Note 25 - Events after the reporting period for further details..
Overview of Our Telecommunications Businesses
VEON provides mobile telecommunication services to its customers in Pakistan, Ukraine, Kazakhstan, Bangladesh and Uzbekistan. We also provide fixed-line telecommunications services in Pakistan, Ukraine, Kazakhstan and Uzbekistan as well as business-to-consumer and business-to-business OTT (over-the-top) services on mobile and fixed networks in each of our markets.
The table below presents the primary mobile telecommunications services we offer to our customers and along with a breakdown of prepaid and postpaid subscriptions as of December 31, 2025:
Mobile Service Description Pakistan Bangladesh Ukraine Uzbekistan Kazakhstan
Value added and call completion services(1) Yes Yes Yes Yes Yes
National and international roaming services(2) Yes Yes(4) Yes Yes Yes
Wireless Internet access Yes Yes Yes(3) Yes Yes
Mobile financial services Yes No(5) No Yes Yes
Mobile bundles Yes Yes Yes Yes Yes
(1) Value added services include messaging services, content/infotainment services, data access services, location-based services, media, and content delivery channels.
(2) Access to both national and international roaming services allows our customers and customers of other mobile operators to receive and make international, local and long-distance calls while outside of their home network.
(3) Includes 4G.
(4) National roaming has not been commercially introduced yet in Bangladesh. However, Banglalink and Teletalk conducted the first-ever trial of National Roaming in the country. After the trial period, the 'Piloting of National Roaming' was launched for 2,000 Teletalk subscribers on the Banglalink network on March 26, 2024. The piloting was halted after its expiry on September 24, 2024.
(5) As per regulation, mobile network operators are not allowed to provide mobile financial services in Bangladesh.
Interconnection Agreements
Each of our connectivity businesses rely on interconnection services. The table below presents certain of the primary interconnection agreements that we have with mobile and fixed-line operators in Pakistan, Ukraine, Kazakhstan, Uzbekistan, and Bangladesh:
Pakistan In Pakistan and the territories of Azad Jammu and Kashmir (“AJK”) and Gilgit-Baltistan, we maintain several interconnection agreements with mobile and fixed-line operators. The MTR was PKR 0.40 per minute from July 1, 2022 through June 30, 2023, and has been PKR 0.30 per minute since July 1, 2023.
Ukraine From January 1, 2024 to December 31, 2024, the effective MTR was UAH 0.08 per minute and the effective IMTR was US$ 0.0211/ minute. From January 1, 2025 to December 31, 2025, the effective MTR was UAH 0.075 per minute and the effective IMTR was US$ 0.0259/ minute.
Kazakhstan For 2024, the MTR for local mobile operators was KZT 5.60 per minute, and for fixed operators was KZT 16.66 per minute, while the IMTR was KZT 53.76 per minute. For 2025, the MTR for local mobile operators was KZT 5.0 per minute, for fixed operators was KZT 14.88 per minute, and the IMTR was KZT 60.0 per minute.
Bangladesh On February 16, 2025, the IMTR for international calls was revised. The current maximum and minimum IMTRs are US$0.025 per minute and US$ 0.005 per minute, respectively. IGW operators are required to share 22.5% of international call termination revenue with mobile operators based on the IMTR. Domestic interconnection termination charges remain unchanged: the MTR continues to be BDT 0.10 per minute, interconnection exchange operators charge BDT 0.04 per minute, and for SMP (“SMP”) operators the MTR remains BDT 0.07 per minute. However, following an application by Grameenphone in December 2025, the Court issued a three‑month Stay Order on the SMP‑related MTR directive. As a result, we may be required to pay BDT 0.10 per minute even when terminating calls to an SMP operator for the period covered by the Stay Order. Separately, the Telecom Network and Licensing Policy 2025 propose restructuring the interconnection topology by phasing out the Interconnection Exchange and International Gateway layers and introducing a new International Connectivity Service Provider structure. In parallel, BTRC is revising the related commercial framework, with draft guidelines already issued and industry consultations currently underway.
Uzbekistan The MTR in 2025 was UZS 0.05 per minute and was the same in 2024 and 2023.
OUR PAKISTAN BUSINESS
In Pakistan, we operate through our operating company, Pakistan Mobile Communications Limited (“PMCL”), and our brands, “Jazz,” and “ROX”. PMCL remains the market leader in Pakistan’s telecommunications industry. As of December 31, 2025, PMCL served 73.9 million mobile customers, out of which 75.2% are 4G users, and provided digital services to 82.4 million digital customers. Its comprehensive suite of services caters to a wide range of customer needs, encompassing traditional telecommunications and digital offerings. In 2025, customers across the market continued to migrate to 4G/LTE services. As of December 31, 2025, PMCL provides 4G/LTE services in 355 cities. With a 4G coverage of 72%, Jazz continues to bridge the digital divide in Pakistan.
Our Telecommunications and Infrastructure Business in Pakistan
We offer our customers mobile telecommunications services under postpaid and prepaid plans. As of December 31, 2025, approximately 97.4% of our customers in Pakistan were on prepaid plans. We continue to focus on a technology-agnostic mobile internet portfolio, offering uniform pricing across our 2G and 4G/LTE technologies. In Pakistan, we offer a diverse portfolio of tariffs and products designed to cater to the needs of specific market segments, including mass-market customers, youth customers, personal contract customers, Small Office Home Offices (with one to three employees), Small Medium Enterprises (“SMEs”) (with four to 249 employees) and enterprises (with more than 249 employees). We offer corporate customers several postpaid plan bundles, variable discounts for closed user groups and follow-up minutes based on bundle commitment. With respect to fixed-line telecommunication services, Jazz offers internet and data connectivity services over a wide range of access media, covering major cities. We also provide cross-border transmission services.
In line with our asset light strategy, on December 5, 2024, PMCL signed an amalgamation agreement with Engro Corporation Limited (“Engro Corp”) for the pooling and management of its infrastructure assets. Under the amalgamation agreement, PMCL’s tower infrastructure held by Deodar (Private) Limited (“Deodar”), a wholly owned subsidiary of VEON, will vest into Engro Corp via a scheme of arrangement (“Scheme”). The transaction was completed on June 3, 2025, following receipt of all required regulatory and other approvals, and control of Deodar was transferred to Engro Corp. PMCL continues to
lease Deodar’s extensive infrastructure for the provision of nationwide mobile voice and data services under a long-term partnership agreement.
Mobile Telecommunications Business in Pakistan
The table below presents the primary mobile telecommunications services we offer in Pakistan:
Voice
•Airtime charges from mobile postpaid and prepaid customers, including a monthly contract fee for a predefined amount of voice traffic (via 2G GSM, VolTE and VoWifi etc.) and a roaming fee for airtime charges when customers travel abroad.
Internet and data access
•GPRS, EDGE, and 4G/LTE.
Roaming
•Active roaming agreements with 310 GSM networks in 159 countries.
•GPRS roaming with 230 networks in 118 countries.
•CAMEL roaming through 162 networks in 105 countries.
•LTE roaming through 146 networks in 80 countries.
•Roaming agreements generally state that the host operator bills PMCL for live roaming services; PMCL pays these charges and then bills PMCL customers for these services on a monthly basis.
VAS
•Caller-ID; voicemail; call forwarding; missed call alert; credit balance; balance share; conference calling; call blocking and call waiting.
Messaging
•SMS and mobile instant messaging.
The table below presents a description of business licenses relevant to our mobile telecommunications business in Pakistan. Unless noted otherwise, we plan to apply for renewal of these licenses prior to their expiration:
Services(1) License(3) Expiration
2G(4) Nationwide 2037
Nationwide 2034 (2)
3G Nationwide 2029
4G/LTE (NGMS)(4) Nationwide 2032
(1)NGMS License and Technology Neutral.
(2)The renewal of the Warid license (now merged with Jazz since 2016) renewal was due in May 2019 and was renewed by signing under protest on October 18, 2021. As of December 31, 2025, we have made a total payment of US$ 481.28 million (including a markup of approximately US$ 32.29 million) in several installments. All payable dues have been cleared as per timelines agreed in the renewed license. We continue to challenge the PTA license renewal decision before Pakistan’s courts but await final resolution from the Supreme Court of Pakistan as the review petition against the decision remains pending.
(3)In addition, PMCL and its subsidiaries have other licenses, including LDI, local loop and CVAS licenses to provide telecommunications and non-voice communication services in Pakistan, AJK and Gilgit-Baltistan. The licensees must also pay annual fees (0.5%) to the PTA and make universal service fund contributions (1.5%) and/or research and development fund contributions (0.5%), as applicable, in a total amount equal to a percentage of the licensees’ annual gross revenues (less certain permissible deductions) for such services.
(4)In 2022, PMCL renewed its 2G license at an initial license fee of US$ 486.2 million for a further term of 15 years which was previously renewed in 2007. PMCL is entitled to provide NGMS (3G/4G) under the same renewed license. 50% of the initial license fee (i.e. US$ 243.1 million) was paid in 2022 at the time of renewal while the remaining 50% will be payable in equal yearly installments as per the terms and conditions of the license. PMCL also acquired a new license for 4G/LTE services in 2017 at an initial license fee of US$ 295 million for a term of 15 years (valid until 2032).
(5)All mobile licenses acquired by PMCL are technology neutral therefore, PMCL is entitled to use the frequency spectrum assigned under a specific license for provision of 2G, 3G and 4G services.
The table below provides details pertaining to the license fees we pay to operate our mobile telecommunications business in Pakistan:
LICENSE FEES
Under the terms of its 2G, 3G and 4G/LTE licenses, as well as its license for services in AJK and Gilgit-Baltistan, PMCL must pay annual fees to the PTA and make universal service fund contributions and/or research and development fund contributions, where applicable in respective licenses. These contributions amount to a total equal to 2.5% of PMCL’s annual gross revenues (less certain allowed deductions) for the respective services, in addition to spectrum administrative fees.
PMCL’s total license fee (the annual license fee plus revenue sharing) in Pakistan (excluding the yearly installments noted above) was US$ 25.6 million, US$ 20.70 million and US$ 19.68 million for the years ended December 31, 2025, 2024, and 2023, respectively. PMCL’s total spectrum administrative fee payments were US$ 2.6 million, US$ 1.61 million and US$ 1.68 million for the years ended December 31, 2025, 2024, and 2023 respectively.
According to the PTA, there were approximately 200.6 million mobile connections in Pakistan (including SCO (“SCO”) numbers) as of December 31, 2025, compared to approximately 193.3 million mobile connections in Pakistan (including SCO numbers) as of December 31, 2024, representing a mobile penetration rate of approximately 80.34% compared to approximately 79.0% as of December 31, 2024.
Initially announced in December 2023, the merger between Ufone and Telenor has now received regulatory approval. This transaction creates one of the largest mobile operators in Pakistan after our Jazz brand, further consolidating the telecommunications market into a three-player structure.
The following table shows our and our competitors’ respective customer numbers in Pakistan as of December 31, 2025:
Operator Customers in Pakistan (in millions)
PMCL (“Jazz”) 73.9
Zong 53.1
Telenor Pakistan 43.1
Ufone 28.4
SCO 2.1
Source: The Pakistan Telecommunications Authority.
Fixed-Line Telecommunication Business in Pakistan
Our fixed-line business in Pakistan is primarily focused on B2B Segment (“B2B Segment”). We deliver internet and data connectivity services to enterprise and corporate customers across major cities through a wide range of access media. In addition, we provide cross-border transit services, enabling reliable international connectivity.
The table below presents a description of the fixed-line telecommunications services we offer in Pakistan:
Services
•Data and voice services over diverse access media, covering more than 300 locations, including all the major cities.
•Enterprise telephony solutions including unified communication solutions to customers with multiple tracking options and value-added services tailored for enterprise communication.
•Enterprise data connectivity services provided to the enterprise customers including dedicated internet access, VPN, leased lines and fixed telephone solutions.
•Domestic and International Connectivity includes leased lines for both domestic and international transit, Multiprotocol Label Switching (“MPLS”) services and IP Transit (“IP Transit”) through our robust access network.
•High-speed internet access (Provisioning of fiber-optic connectivity for ultra-fast and stable internet).
•Next-Generation Solutions include SD-WAN (Software-Defined Wide Area Network) and Managed WiFi solutions.
•Telephone communication services, based on modern digital fiber-optic network supporting telephone communication.
•Value added services including Universal Access Number and Toll Free Numbering services.
•Cloud-Based Solutions include cloud-based contact center and helpdesk solutions, and Cloud-based Enterprise surveillance bundled with fixed voice and data.
•Fixed-Line Mobile Convergence offer solutions integrating fixed-line and mobile communication for enterprise seamless operations.
•Dedicated Data Transmission services.
Coverage
•Wired and wireless access services include FTTx (“FTTx”), PMP (point to multipoint), point-to-point radios, VSAT (“VSAT”) and Microwave links connecting more than 300 locations across Pakistan.
Operations
•Long-haul fiber optic network covers more than 16,000 kilometers and is supplemented by wired and wireless networks.
Customers
•Enterprise customers.
•Domestic and international carriers.
•Corporate and individual business customers.
The table below presents a description of business licenses relevant to our fixed-line business in Pakistan. Unless noted otherwise, we plan to apply for renewal of these licenses prior to their expiration:.
Services License Expiration
Long Distance and International (“LDI”) Nationwide and International 2044
Local Loop (fixed line and/or local loop with limited mobility) Regional 2044(1)
Telecom Tower Provider Nationwide 2032
(1) Out of a total of 14 telecom regions, we have successfully renewed the FLL licenses in 12 regions for an additional term of 20 years. For the remaining two regions, license acquisition applications have been submitted to PTA and will be awarded during Q1 2026. The PTA fee is US$ 10,000 per FLL License per Telecom Region.
(2)Our wireless local loop license expired in November 2024 and has been renewed by PTA under the category of a national fixed line license (without spectrum), for the additional term of 20 years.
In Pakistan, our fixed-line business operates in a competitive environment with other providers of fixed-line corporate services and carrier and operator services. Our fixed-line business is primarily focused on the B2B segment with a strategic emphasis on enterprise and wholesale customers.
The table below presents our competitors in the internet services, carrier and operator services and fixed-line broadband markets in Pakistan:
Internet Services
•PTCL •Transworld •World Call
•Wateen •Cybernet •Multinet
Carrier and Operator Services
•PTCL •Transworld •World Call
•Wateen •Telenor Pakistan
Fixed-line Broadband
•Pakistan Telecommunication Company Limited, or “PTCL” •Cybernet •Supernet
•Multinet •Nexlinx
•Wateen •Nayatel
Distribution
As of December 31, 2025, our sales channels in Pakistan included ten business centers, a direct sales force of 567 employees managing our indirect sales channels, 470 exclusive franchises currently active and over 159,051 non-exclusive third-party retailers. For top-up services, we offer prepaid scratch cards and electronic recharge options, which are distributed through the same channels. As of December 31, 2025, Jazz brand SIMs are sold through more than 58,847 retailers, supported by biometric verification devices.
We have a dedicated sales force in Pakistan focused on enterprise customers, ensuring targeted engagement with businesses across various sectors. This sales force is strategically structured, with regional sales heads leading teams of skilled professionals, including team leads and key account managers, delivering seamless customer support and connectivity solutions. Additionally, to expand our reach, we have partnered with external entities to establish an indirect sales channel, targeting areas where our direct teams are not present. A centralized tele-sales team, led by a dedicated manager, further enhances our efforts through targeted campaigns aimed at upselling and customer retention.
Our Digital Business in Pakistan
In addition to our telecommunications and infrastructure services, we develop and offer digital solutions and products for both business and consumer segments in Pakistan. These services are available on a stand-alone basis, including to users who are not Jazz connectivity customers, as well as through integration with our data bundles. We provide a diverse portfolio of digital services via mobile and web platforms, some of which are also used by connectivity customers of other operators.
Our digital business in Pakistan consists of the following business verticals: financial services, entertainment, premium digital brands, enterprise services health care and super apps. Revenues from these verticals are included within Pakistan's digital revenues. See Note 3—Revenue of the Audited Consolidated Financial Statements.
Financial Services
Mobilink Microfinance Bank Limited (“Mobilink Bank”), our wholly owned subsidiary, complements these efforts by delivering microfinance banking services alongside various digital financial solutions and traditional banking products. These include microfinance loans, credit facilities, payment and transfer services, and a range of other banking solutions, under a license granted by the State Bank of Pakistan. In partnership with Jazz, Mobilink Bank offers branchless banking services under the trusted brand name “JazzCash”. In 2025, the Company completed an operational separation of JazzCash which now operates as a standalone entity within the Group. In December 2025, Mobilink Bank inaugurated its first Islamic Banking branch in Karachi, with the rollout of ten Islamic Banking windows to follow in 2026, expanding the accessibility of Shariah-compliant services nationwide, and establishing the regulatory foundation for integrating Shariah-compliant products into JazzCash customer journeys.
Pakistan is a significantly underserved market in terms of financial services, with one of the highest unbanked population rates globally. JazzCash, the country’s leading digital financial services platform, addresses this critical gap by offering digital financial services to customers across Pakistan. These services are accessible to users of all mobile operators, whether they use a feature phone or smartphone. Digital financial services through JazzCash Consumer and Business App includes funds transfers, digital payments, online payments and wealth management offerings (including digital micro and nano loans, savings and insurance, government payments, welfare disbursements, etc.). As of December 31, 2025, JazzCash had 21.5 million monthly active users representing a 9.1% increase year-on-year (“YoY”).
As of December 31, 2025 JazzCash had approximately 21.5 million monthly active users, which represents a YoY increase of 9.1% with Gross Transaction Value up 55.5% YoY. With a merchant base exceeding 500,000, JazzCash now processes over 80% of total Raast payment value under the State Bank of Pakistan’s nationwide instant payment infrastructure, supporting the Prime Minister’s Cashless Society initiative. JazzCash is currently enabling the issuance of more than 184,000 loans per day and achieved its highest-ever single-day lending milestone during the quarter, disbursing PKR 14 billion (US$ 50 million) across approximately 266,000 loans. JazzCash serves customers' financial needs through an extensive on-ground network of approximately 300,000 agents, promoting the widespread adoption of digital wallets. True to its value structure as an ecosystem enabler, JazzCash is recognized as Pakistan’s largest digital merchant acquirer, equipping over 900,000 retail outlets with digital payment acceptance QR codes and innovative Point of Sale solutions.
Jazz launched FikrFree in October 2024, a digital insurance marketplace to provide a personalized, streamlined experience for purchasing and managing a diverse insurance portfolio including for health, life, handset and vehicle insurance. As of December 31, 2025 FikrFree had 11.2 million active policy holders representing a 72.8% increase YoY.
Entertainment
Jazz’s video streaming app, Tamasha, offers high-definition access to a wide range of premium content, including live sports tournaments, TV channels, local and international movies, dramas, TV shows, and short-form videos (Tamasha Shorts). Tamasha provides mobile infotainment services to Jazz customers as well as other digital operators, Tamasha launched Tamasha Pro, an ad-free Ultra-HD premium tier, and secured exclusive digital rights for all Asia Cup tournaments through 2027. As of December 31, 2025, Tamasha had approximately 17.5 million monthly active user representing a 1.9% increase YoY.
Premium Digital Brands
ROX, Jazz’s premium digital lifestyle brand, offers exclusive access to premium content, advanced gaming features, music streaming, and other lifestyle benefits. ROX also integrates personalized offers and loyalty rewards to strengthen customer engagement and retention. As of December 31, 2025, ROX reached 1.5 million monthly active users representing a 48.4% increase YoY.
Enterprise
Garaj, Jazz’s flagship cloud platform, provides agile, secure, and scalable cloud solutions to businesses. Hosted in Jazz’s Tier 3-rated (“Tier 3-rated”) data centers, Garaj offers over 30 fully automated and managed services, including infrastructure, cybersecurity, and business continuity.
Healthcare
Jazz launched ApnaClinic, an AI enabled digital healthcare platform now rolled out nationwide. The service provides an end-to-end healthcare journey, integrating medical consultations, digital prescriptions, and access to financial protection through JazzCash and FikrFree insurance.
Super App
SIMOSA (formerly Jazz World) is Jazz’s superapp and lifestyle platform, enabling customers to manage connections, activate bundles and access digital services through a single platform. As of December 31, 2025 SIMOSA had approximately 24.1 million monthly active users representing a 27.1% increase YoY.
Jazz introduced ZARR, a premium digital fashion and lifestyle platform which combines curated local and international brands, AI powered recommendations, personalized storefronts, and social commerce capabilities, creating a new digital retail experience for consumers. For fashion and lifestyle partners, the platform offers enhanced visibility and direct access to Jazz’s large customer ecosystem.
OUR UKRAINE BUSINESS
We conduct our Ukrainian operations primarily through Kyivstar Group Ltd, which we control and consolidate, and is the 100% owner of Kyivstar. As of the date of this Annual Report on Form 20-F (“Annual Report on Form 20-F”), our holding of Kyivstar Group Ltd. is 83.6%. Kyivstar Group Ltd. was listed on Nasdaq in August 2025 and operates under the “Kyivstar” brand.
Kyivstar is Ukraine’s leading provider of mobile communication by number of subscribers and broadband services by number of access lines, as of December 31, 2025. Kyivstar provides mobile services (on 2G, 3G, and 4G/LTE networks), to almost 22.4 million mobile customers, out of which 69% are 4G users, digital services to 15.0 million total digital MAU and fixed-line services to 1.2 million customers as of December 31, 2025.
Our Ukraine business described below also includes our Ukrainian network infrastructure business, operated through Ukraine Tower Company LLC (“UTC”). UTC is not owned by Kyivstar Group Ltd.
In 2024, VEON announced a joint intention with Kyivstar to invest US$ 1 billion in Ukraine between 2023 and 2027. This shared strategic initiative will be deployed through various capital streams from Kyivstar and UTC, including infrastructure and technology investments, charitable contributions, and strategic acquisitions. The investment strategy focuses on strengthening the core business through network development, energy resilience, technological advancement, digitalization, and M&A to accelerate digital revenue and expand our digital ecosystem. The US$ 1 billion commitment is a non‑binding, collective initiative of VEON and Kyivstar, with no formal allocation between them. While not a formal guarantee, our stated intention to invest US$ 1 billion in Ukraine represents a forward-looking goal that will remain subject to ongoing assessment and evolving circumstances.
Our Telecommunications and Infrastructure Business in Ukraine
Kyivstar provides a wide range of mobile services, including voice, data and messaging, and wireless internet access, on a prepaid and postpaid basis. We also offer bundles that include combinations of voice, SMS, mobile data, OTT services, and swappable telecommunications and non-telecommunications benefits. As of December 31, 2025, approximately 83% of our B2C mobile customers were on prepaid plans, compared to 86% as of December 31, 2024. As of December 31, 2025, 8.7 million of our subscribers were using VoLTE, compared to approximately 6 million as of December 31, 2024. In 2025, Kyivstar further advanced its technology leadership by introducing Direct-to-Cell (“Direct-to-Cell”) satellite connectivity in partnership with Starlink, enabling customers to maintain mobile communication even in remote or disaster-affected areas without terrestrial network coverage. This innovation underscores Kyivstar’s commitment to resilience and connectivity in Ukraine.
In our fixed-line telecommunications services business, we offer voice and data services on fixed networks, including mobile and fixed converged services to consumers and businesses. We provide voice, data, and high-speed internet services to corporations, operators, and consumers using a metropolitan overlay network in major cities and inter-city fiber optic networks. Our services include corporate internet access, fixed-line telephone, data transmission, and fixed-mobile convergence (“FMC”). As of December 31, 2025, our penetration of FMC in fixed broadband was 83%, due to our bundled service offering. For the year ended December 31, 2025, we provided fixed-line services in 134 cities across Ukraine.
Our corporate internet services utilize last-mile technologies, which include optical and copper lines, FTTB and FTTH, xDSL, microwave radio relay, WiMax, Wi-Fi, 2G, 3G and 4G. Internet speeds range from two Mbit/s to 10 Gbit/s, and our corporate customers can select additional complementary services, such as IP-addresses, Border Gateway Protocol, backup, service-level agreements, corporate Wi-Fi and distributed denial-of-service protection. Our fixed-line telephone services include Internet Protocol (IP) lines, Session Initiation Protocol (SIP) trunk, analog telephones, ISDN Primary Rate Interface, toll free numbers and Virtual Private Branch Exchange. Our data transmission services include Internet Protocol Virtual Private Networks and Virtual Private LAN Services.
Our joint carrier and operator services division provides local, international and intercity long-distance voice traffic transmission services to Ukrainian fixed-line and mobile operators on the basis of our proprietary domestic/international long-distance network, as well as IP transit and data transmission services through our own domestic and international fiber optic backbone and IP/MPLS data transmission network. We derive most of our carrier and operator services revenue from voice call termination services to our own mobile network and voice transit to other local and international destinations.
Our Ukrainian network infrastructure business is operated through Ukraine Tower Company LLC (“UTC”), which is not owned by Kyivstar Group. UTC is a wholly owned subsidiary of VEON and operates as a passive infrastructure provider, managing approximately 9,200 antenna structures with nationwide coverage. UTC provides tower collocation services to mobile operators as well as to non‑telecommunications companies and organizations. Established in 2021, UTC continues to expand its portfolio through a combination of new tower construction and acquisitions of assets from other owners. The primary expansion of the portfolio occurred in 2021 and 2022. Since 2024, the annual portfolio growth has been approximately 7%.
Mobile Telecommunication Business in Ukraine
The table below presents the primary mobile telecommunications services we offer in Ukraine:
Voice
•Airtime charges from mobile postpaid and prepaid customers, including monthly contract fees for a predefined amount of voice traffic and roaming fees for airtime charges when customers travel abroad.•VoLTE
Internet and data access
•GPRS/EDGE, 3G and 4G/LTE
Roaming
•Active roaming agreements for 509 networks in 188 countries. Due to the war in Ukraine, we experienced significant subscriber migration abroad. In order to minimize subscriber loss and retain subscribers who are abroad, we introduced a “Roam Like at Home” offering, which through the 2025 reporting year, was being utilized by approximately 4.03 million users outside Ukraine.
•GPRS roaming on 458 networks in 167 countries.
•CAMEL roaming on 311 networks in 134 countries.
•4G/LTE roaming on 205 networks in 96 countries.
Messaging
•SMS; voice messaging and SMS services (including information services such as news, weather, entertainment chats and friend finder).
Other
•Voice- and SMS-based value-added services (information, content, customer care).•M2M and productivity solutions to businesses.•Radio Kyivstar.•Ringback tone.•Mobile safety service (lost and found, insurance, family tracker).•Device remote support service (for smartphones/laptops/personal computers).
The table below presents a description of business licenses relevant to our mobile business in Ukraine. Unless noted otherwise, we plan to apply for renewal of these licenses prior to their expiration, however the spectrum needs of our operations and intentions may change:
Services License Expiration
GSM900 and GSM1800(1)(2) Nationwide Indefinite(4)
3G(3) Nationwide April 1, 2030
4G/LTE Nationwide July 1, 2033 (1800 MHz)
4G/LTE Nationwide March 5, 2033 (2600 MHz)
4G/LTE(5) 25 Regions (excl. Crimea and Sevastopol) July 1, 2040 (900 MHz)
4G/LTE(6) 25 Regions (excl. Crimea and Sevastopol) December 16, 2039 (2300 MHz, TDD)
3G and 4G/LTE(7) 27 Regions(8) March 23, 2030 (2100 MHz, FDD)
(1)Licenses were received on October 5, 2011 for a term of 15 years each.
(2)The license was issued on April 1, 2015 for a term of 15 years.
(3)Services provided in the 2100 MHz band.
(4)The date that was initially determined as the expiration date of the license was October 5, 2026, however, with certain regulatory changes that came into force on December 24, 2019, telecommunications operations no longer require a license to provide telecommunication services. Thus, the relevant licenses cease to be valid and it is not expected that there will be a need to extend or renew these licenses in the future.
(5)The licenses for the radio frequency resource in 900 MHz are re-issued (July 1, 2020) as part of a government project on 900 MHz redistribution and reframing as a way to introduce 4G/LTE into 900 MHz. As a result of this project, Kyivstar returned 12.5 MHz and received back on average across the country 11.9 MHz, out of which 6.2 MHz was provided with technological neutrality license conditions. We have also obtained a range of national and regional radio frequency licenses for the use of radio frequency resources in the referred standards and in specified standards radio relay and WLAN (5.4 GHz).
(6)Kyivstar received licenses and spectrum for 4G/LTE, 3G and 4G/LTE in two separate deals in 2024. Following the auction held on November 19, 2024, Kyivstar acquired 40 MHz (TDD) spectrum in the 2300 MHz band for UAH 0.995 billion.
(7)The spectrum received by Kyivstar as a result of the 2024 auction underwent a symmetrical exchange with the VFU (“VFU”), in order for Kyivstar to achieve a continuous duplex radio frequency in the 2100 MHz band of 20 MHz x 2 in all licensed regions.
(8)Although the license formally covers all 27 regions of Ukraine, including Crimea and Sevastopol, Kyivstar has not provided mobile service in those territories since August 11, 2014 due to their being occupied by the Russian Federation.
The table below provides details pertaining to the license fees we pay to operate our mobile telecommunications business in Ukraine:
LICENSE FEES
In 2025, Kyivstar PJSC made spectrum and license payments as follows: annual fee for the use of radio frequency spectrum —UAH 1,376.1 million (US$ 33.0 million) (paid to the State Budget); EMC and monitoring—UAH 584.3 million (US$ 14.01 million) (paid to Ukrainian State Center of Radio Frequencies).
On September 11, 2024 the National Regulator (NCEC) adopted Decision No. 485 regarding the auction aiming to distribute the licenses for the use of the radio frequency spectrum in the radio frequency bands 1935-1950/2125-2140 MHz, 2355-2395 MHz and 2575-2610 MHz for cellular radio communications. By the same decision, the NCEC approved the Terms of the Auction for Obtaining Licenses, set the auction start date as November 11, 2024, and required the publication of an announcement of the auction on the official website of the NCEC. Kyivstar, VFU, and Lifecell were acknowledged by the Regulator as participants in the auction and subsequent “voice” bidding.
Based on the results of the “voice” auction held on November 19, 2024, NCEC adopted Decision No. 668 dated November 22, 2024, pursuant to which Kyivstar obtained the following business licenses on December 17, 2024:
SPECTRUM BAND PRICE
1940-1945/2130-2135 MHz in 24 regions of Ukraine UAH 448.5 million (US$ 10.8 million)
2355-2395 MHz in 25 regions of Ukraine UAH 994.8 million (US$ 23.9 million)
The following table shows our and our primary mobile competitors’ respective customer numbers as of September 30, 2025:
Operator Customers (in millions)
Kyivstar 22.5
Vodafone 15.4
Lifecell 9.8
Source: National Commission of the State Regulation of Electronic Communications, Radio Frequency Spectrum and the Provision of postal services as of March 1, 2026.
Fixed-Line Telecommunication Business in Ukraine
The table below presents a description of the fixed-line telecommunications services we offer in Ukraine:
Services
•Corporate internet access using various last mile technologies (optical and copper lines, FBB, GPON, xDSL, MW RRL, WiMax, Wi-Fi, 2/3/4G) at speeds ranging from two Мbit/s to ten Gbit/s and additional services (IP-addresses, BGP, Backup, SLA, corporate Wi-Fi, DDos protection).
•Fіxed-line telephone: IP-lines; SIP-Trunk; ISDN PRI; 0-800; Virtual PBX.
•Data Transmission (IPVPN and VPLS).
•FMC.
•FTTx/GPON services tariffs for fixed-line broadband internet access targeted at different customer segments.
Coverage
•Engaged in a project to install FTTx/GPON for fixed-line broadband services in approximately 44,129 residential buildings and 19,925 buildings with less than ten apartments in 134 cities, providing over 66,026 access points (excluding 12,498 access points located in the occupied territory from 2014).
Following legislative changes, including the changes to the Law “On Telecommunications” made in 2019 by the Ukrainian Parliament, state licensing of fixed-line telecommunications services has now been abolished. Accordingly, our fixed-line business in Ukraine no longer requires licensing in order to operate.
Many operators did not report to the National Commission for the State Regulation of Electronic Communications, Radio Frequency Spectrum and the provision of postal services (“NCEC”). Based on data from the NCEC as of September 30, 2025 there were over 1,800 internet service providers in Ukraine. Total market was 8.6 million subscribers. Kyivstar led the fixed broadband market with over almost 1.2 million customers, which corresponded to a 14% market share.
In February 2026, Kyivstar further expanded its fixed-line telecommunications capabilities with the acquisition of ISP Shtorm LLC, a regional internet service provider ("Shtorm"). Shtorm provides services under the Shtorm brand in Kirovohrad Oblast, covering the cities of Kropyvnytskyi, Oleksandriia, and 132 surrounding settlements.
It is difficult to estimate market shares and competition for fixed-line telecommunications as disruptions due to the war make it difficult to report to the NCEC. The Ukrainian fixed-line telecommunications services market is fragmented, with over 1,800 providers who report to NCEC. As of September 30, 2025, Ukrtelecom and DVL (formed as a result of the merger between Lifecell and Datagroup-Volia), we, in the aggregate, had a combined market share of 24% by number of subscribers, and were the first providers of FMC services. This has allowed us to hold 13.8% of the market share, while Ukrtelecom and DVL held 4.8% and 5.5% of the subscriber market share, respectively. According to the NCEC, as of September 30, 2025, we led the fixed broadband market with circa 1.2 million customers. The market has recently experienced consolidation, with four providers, Data Group, Volia, Vega and Freenet, having been acquired since 2021. Ukrtelecom is considered the incumbent operator with a mostly legacy network and a declining subscriber base.
Distribution
Kyivstar’s strategy is to maintain a leadership position by using the following distribution channels as of December 31, 2025: distributors (26% of all connections); supermarkets and gas stations (22%); monobranded stores (22%); B2B (“B2B”) (12%); national and local chains (7%); active sales (4%); and online sales (7%).
Our company emphasizes high customer service quality and reliability for its corporate, large accounts while at the same time focusing on the development of its SME (“SME”) offerings. We sell to corporate customers through a direct sales force and various alternative distribution channels, such as IT servicing organizations and business center owners, and to SME customers through dealerships, direct sales, own retail and agent networks. We use a customized pricing model for large accounts, which includes service or tariff discounts, volume discounts, progressive discount schemes and volume lock pricing. We use standardized and campaign-based pricing for SME customers. Our residential marketing strategy is focused on attracting new customers. We offer several tariff plans, each one targeted at a different type of customer. In addition, we have been able to benefit from cross-selling our products. As of December 31, 2025 our penetration of fixed-mobile convergence (“FMC”) in fixed broadband was 83.4%, due to a high level of migration of mobile customers to FMC.
Our Digital Business in Ukraine
Our digital services include value added and call completion services, including messaging services, content/infotainment services, data access services, location-based services, media and content delivery channels. Our digital products consist of Kyivstar TV, our digital television service, Helsi, our digital healthcare platform, ride-hailing and delivery through Uklon and MyKyivstar, our self-service application designed to help our customers manage their telecommunications services and our consumer cloud offerings. We also offer additional digital services to our B2B customers, such as cloud solutions, including consumer storage apps.
Our digital business in Ukraine encompasses the following business verticals: entertainment, super apps, healthcare, ride-hailing and enterprise services. Revenues from these verticals are included within Ukraine's digital revenues. See Note 3—Revenue of the Audited Consolidated Financial Statements.
Entertainment
Kyivstar TV provided both as a mobile OTT internet application and a fixed/IPTV broadband service, is the largest media streaming service in Ukraine by number of users as of December 31, 2025. Kyivstar TV offers access to over 430 channels offering a wide range of content, including sports, children’s channels, and news channels, as well as a video library of over 20,000 films, series, and shows, which users can organize into personalized playlists. Rising brand awareness and growing customer loyalty continue to position Kyivstar TV as the default choice for millions of households across Ukraine. We offer two subscription options: a free and a paid subscription. Our users can also choose between subscription-based video on demand (“SVoD”) and transaction-based VoD (pay per view). As of December 31, 2025, Kyivstar TV delivered 25% year-on-year growth in MAUs with nearly 2.5 million subscribers. 2025 also marked Kyivstar TV's shift into content creation with the premier of three original series which each ranked among the platform’s top ten most-watched titles. Further projects are in production for 2026. On the content distribution side, Kyivstar TV's VoD library expanded with the addition of premium international content, including Sony titles available under a subscription model. As of December 31, 2025, the Kyivstar TV had approximately 2.5 monthly active users, representing a 24.5% increase YoY.
Super Apps
My Kyivstar is our self-service application and the main interface for digital interactions with B2C (“B2C”) customers. It covers the entire Kyivstar customer lifecycle. Users can purchase SIM cards and connect Home Internet. They can manage services, tariff plans, and superpowers. The app allows users to track transactions and spending statistics. It also provides personalized telecom and partner offers, recommendations on how to optimize spending, and access to customer support. Beyond core telecom services, MyKyivstar plays a central role as the gateway to Kyivstar’s digital services ecosystem. It offers Streaming and Radio services, a Gaming platform, Taxi and Telemedicine service offers, engaging users through a loyalty program and various gamification mechanics. As of December 31, 2025, MyKyivstar had approximately 6,2 million monthly active users,representing a slight decrease of 0.4% YoY.
Healthcare
Helsi is a leading digital healthcare platform supporting the provision of healthcare services by medical institutions and doctors and improving patients’ access to healthcare, including by facilitating remote consultations and appointment-bookings and storing medical data. Through this strategic investment, we aimed to extend telemedicine to the Ukrainian population and develop our service as the leading B2B and B2C e-health provider in the country.
Helsi continued to expand its monetization model through the introduction of paid subscription products tailored to different user needs, which provides additional features such as professional interpretation of medical lab results and biomarker tracking. In addition, Helsi launched a new subscription tier, Helsi Premium, offering access to telemedicine consultations and further strengthening the platform’s overall value proposition.
Helsi Superpower was launched as a value-added add-on within Kyivstar mobile connectivity packages, extending Helsi’s advanced digital health functionality to Kyivstar subscribers and strengthening cross-ecosystem synergies rather than operating as a standalone Helsi subscription. Helsi paid models had more than 57,000 subscribers by the end of 2025.
As of December 31, 2025 Helsi had approximately 2.5 million monthly active users through the mobile app representing a 6.7% increase year on year, driven by broader service adoption, expanded functionality, and the growing relevance of digital healthcare solutions for the Ukrainian population.
Ride-Hailing
In March 2025, we announced Kyivstar’s acquisition of a 97% stake in Uklon, a leading ride-hailing and delivery platform with operations in Ukraine and Uzbekistan, which allows customers to book on-demand rides, schedule travel and send packages through a single app. The platform offers a range of services including real-time fare adjustments and safety features, such as trip-sharing, advertising services and emergency alerts. As of December 31, 2025 Uklon operates in 28 cities across Ukraine and in the capital of Uzbekistan and unites more than 115,000 driver-partners on the platform. In the year ended December 31, 2025 the company facilitated approximately 166.6 million rides and 4.7 million deliveries. This strategic acquisition marks our expansion into a new area of digital consumer services in line with our digital operator strategy.
Enterprise
We offer a comprehensive B2B hub and a big data and adtech platform. Our B2B hub offers machine-to-machine (“M2M”) and cloud solutions, real-time kinematic positioning, cybersecurity services, an M2M SIM management platform and a digital marketplace. As of December 31, 2025, we had 71,000 B2B end users of our workplace cloud service licenses. Adwisor, our adtech platform, is a marketing platform that enables our customers (who are B2B partners, marketers and advertising specialists) to analyze their target audience, find new customers and communicate with current customers. For the month ended December 31, 2025 Adwisor supported over 172 million internal and external SMS messages through our network.
Kyivstar.Tech serves as our key provider of digital services, with a strategy to unlock wider market opportunities.
Kyivstar, together with the WINWIN AI Center of Excellence under Ukraine’s Ministry of Digital Transformation, has initiated the development of Ukrainian LLM, Ukraine’s own national large language model (“LLM”) in June 2025. As a strategic partner in this project, Kyivstar will operationally lead the development of Ukrainian LLM. The national language model aims to capture the full breadth of Ukrainian dialects, terminology, history, and context while keeping sensitive national data securely stored and processed within Ukraine, an essential requirement for sectors such as government, healthcare, and financial services.
OUR KAZAKHSTAN BUSINESS
In Kazakhstan, we operate as “Beeline” Kazakhstan, the country’s largest private telecommunications operator, providing mobile, fixed and digital services to both B2C and B2B customers. Our digital brands include: IZI, which combines a connectivity offering with entertainment content; BeeTV, which offers streaming services on mobile and fixed platforms; Simply, our digital financial services platform; and Janymda, previously a self-care platform which has evolved into a lifestyle super-app. As of December 31, 2025, Beeline Kazakhstan served 11.8 million customers, of which 9.0 million were 4G users. As of the same period, our 4G network reached 92.7 % population coverage, offering the widest coverage in Kazakhstan and approximately 89% of our connectivity customers in Kazakhstan were on prepaid plans.
Our Telecommunications and Infrastructure Business in Kazakhstan
Our mobile business in Kazakhstan provides standard voice services on prepaid and postpaid plans, as well as 3G and 4G/LTE services. We focus on bundles which are designed for active mobile data users. We offer different options to our customers, from data bundles to customized and family plans, contracting with devices. Since 2022, we have focused on promoting our own digital products and developing subscription projects for our customers, as well as customers on other networks. All of our bundles are billed using a mixed payment system, with an automatic switch to a daily payment schedule if there is an insufficient balance on the customer’s account for full payment. Additionally, we periodically run promotions to encourage early and on time payments, such as offering to double the customer’s monthly allowance or allowing the rollover of unused data to the following month. As of December 31, 2025, the penetration of bundles into our active B2C base is 90%.
Our fixed-line business in Kazakhstan offers a wide range of services for B2O, B2B and B2C segments, such as high-speed internet as well as local, long distance and international voice services, among other services.
In October 2023, VEON established in Kazakhstan KazTowerCo LLP, as part of its asset-light strategy. This dedicated legal entity consolidates KaR-Tel’s infrastructure assets and expertise in telco tower management, construction and servicing. As part of ongoing activities, KaR‑Tel continued to transfer towers to KazTowerCo, ending 2025 with more than 1,758 towers recorded on KazTowerCo’s balance sheet. KazTowerCo offers third‑party tenants tower space for the placement of telecommunications equipment, as well as providing expertise in tower maintenance and servicing functions. VEON completed the sale of its 49% stake in the Kazakh wholesale telecommunications infrastructure services provider, TNS Plus LLP (“TNS+”) in September 2024.
Beeline Kazakhstan partnered with Starlink Direct to Cell to make essential connectivity accessible across Kazakhstan, including in remote areas not covered by terrestrial networks. Following the commercial agreement signed in September 2025, Beeline Kazakhstan plans to first launch messaging in 2026, and then introduce data connectivity as the next phase.
Our Mobile Telecommunication Business in Kazakhstan
The table below presents the primary mobile telecommunications services we offer in Kazakhstan:
Voice
•Standard voice services
•VoLTE services
•Prepaid and postpaid airtime charges from customers, including monthly contract fees for a predefined amount of voice traffic and roaming fees for airtime usage when customers travel abroad.
Internet and data access
•3G and 4G/LTE service
•Technology neutral licenses
Roaming
•Voice roaming with 460 networks in 188 countries
•4G/LTE roaming with 341 networks in 147 countries
•3G roaming with 341 networks in 157 countries
•GPRS roaming with 437 networks in 168 countries
•CAMEL roaming through 426 networks in 174 countries
•VoLTE roaming with 23 networks in 17 countries
•Roaming agreements generally state that the host operator bills us for roaming services; we pay these charges and then bill the customer for these services on a monthly basis.
VAS
•Caller-ID; Sim in safe.
•Missed call (notify me, notify about me).
•SMS inform, toll-free helplines for B2B customers (Voice CPA).
Messaging
•SMS; display of Beeline account balance information.
The table below presents a description of business licenses relevant to our mobile business in Kazakhstan:
Licenses (as of December 31, 2025) Expiration
Mobile services (GSM900/1800, UMTS/WCDMA2100, 4G/LTE800/1800)(1)(2)(3) Unlimited term
(1) License received on August 24, 1998.
(2) KaR-Tel has permission to use spectrum in 800 MHz, 900 MHz, 1800 MHz and 2100 MHz for mobile services and in 2.3-2.4 GHz, 2.5-2.6 GHz, 3.3-3.5 GHz, and 5.5 GHz for wireless access to internet (“WLL”).
(3) Upfront payments in US$ are: 800 MHz (US$ 62,691,378) in 2016, 900 MHz (US$ 67,500,000) in 1998, 1800 MHz (US$ 10,958,904) for 4G in 2016, 2G (US$ 20,783,107) in 2008, and 2100 MHz (US$ 34,106,412) in 2010.
The table below provides details pertaining to the license fees we pay to operate our mobile telecommunications business in Kazakhstan:
LICENSE FEES
Under the Kazakhstan tax code, in 2025 KaR-Tel was required to pay: (i) an annual fee for the use of radio frequency spectrum amounting to KZT 8,198,023,400 (US$ 15,837,0001) (for mobile) and KZT 230,774,590 (US$ 445,803) for a WLL; and (ii) a mobile services provision payment KZT 4,528,298,422 (US$ 8,747,631).
According to the Ministry of the National Economy of the Republic of Kazakhstan, Statistics Committee and other data sources noted above, as of December 31, 2025 there were approximately 27.4 million mobile connections in Kazakhstan, representing a mobile penetration rate of approximately 134% compared to approximately 26.2 million customers and a mobile penetration rate of approximately 129% in 2024.
Beginning in 2019, the national operator, Kazakhtelecom, had consolidated two mobile operators: Kcell with the brand Activ and Tele2 with the brand Altel. In 2024, Kazakhtelecom completed the sale of Tele2 to Power International Holding from Qatar.
The following table shows our and our primary mobile competitors’ respective customers in Kazakhstan as of December 31, 2025:
Operator Customers (in millions)
Beeline Kazakhstan 11.8
Kcell + Tele2/Altel 15.6
Source: Ministry of National Economy of the Republic of Kazakhstan, Statistics Committee; Agency for strategic planning and reforms of the Republic of Kazakhstan; Beeline Kazakhstan data.
Our Fixed-line Business in Kazakhstan
The table below presents a description of the fixed-line telecommunications services we offer in Kazakhstan:
Services
•High-speed internet access
•Local, long distance and international voice services over Internet Protocol
•Local, intercity and international leased channels and IP VPN services
•Cloud services, BeeTV, Internet of Things (IoT)
•Integrated corporate networks (including integrated network voice, data and other services)
•FMC product, including mobile bundles, BeeTV on fixed platform, and additional SIM cards for family
•ADSL, FTTB, Wi-Fi, WiMax, VSAT, GPON, WTTX
We are also undertaking initiatives to speed up the pace of fixed internet construction, where high availability of fiber optic connections in residential and office areas will significantly improve customer experience and reduce network load. During 2025, we expanded our fixed home business by adding 340,000 households, bringing the total number of households to over 2.4 million.
The table below presents a description of business licenses relevant to our fixed-line business in Kazakhstan:
Licenses (as of December 31, 2025) Expiration
Fixed-line services (Long-distance and International) Unlimited
The table below presents our competitors in the fixed-line telecommunications services market in Kazakhstan:
Internet, Data Transmission and Traffic Termination Services
•Kazakhtelecom •TransTelecom (owned by Kazakhstan Temir Zholy, the national railway company)
•KazTransCom, Jusan mobile (Kcell own a 20% share) •Astel (a leader in the provision of satellite services)
•Alma TV
Distribution
We distribute our products in Kazakhstan through owned mono-branded stores, franchises and other distribution channels. As of December 31, 2025, we had a total of 62 stores in Kazakhstan, as well as 5,036 partner points of sale and 452 electronics stores. We are focusing on our customer base and revenue growth, which we aim to increase by expanding our transport infrastructure, developing unique products, strengthening our position in the market and enhancing our sales efforts and data services.
Our Digital Business in Kazakhstan
In 2025, Beeline Kazakhstan continued to expand its digital portfolio in line with the DO1440 strategy.
Our digital business in Kazakhstan encompasses the following business verticals: financial services. entertainment, super apps and enterprise services. Revenues from these verticals are included within Kazakhstan's digital revenues. See Note 3—Revenue of the Audited Consolidated Financial Statements.
In 2025, we also announced the signing of an agreement to acquire the Kazakh online classifieds business, OLX Kazakhstan (“OLX KZ”). Closing is subject to regulatory approvals and customary closing conditions.
Premium Digital Brands
Digital-first brand IZI is a youth-focused entertainment operator that brings together a variety of entertainment and a modern telco experience in one app. IZI provides users with a wide range of online cinema, music, games, shows and mobile services in a single app. IZI caters to tech-savvy users and driving digital adoption in Kazakhstan’s telecom market. In 2025 IZI entered the Kyrgyzstan market with its unique proposition of communications services, focus on flexibility and digital entertainment. As of December 31, 2025, had approximately 1.1 million monthly active users representing a 57.8% increase YoY, supported by competitive digital-first offers and expanded in-app content.
Financial Services
Simply is Kazakhstan’s first mobile-only neobank, designed to deliver a fully digital banking experience through an intuitive mobile application. initially launched as a product driver (i.e. e-wallet with VISA card linked to telco balance), Simply was transformed to offer a comprehensive range of financial services, including instant account opening, seamless money transfers, bill payments, and card issuance, all without the need for physical branches. It has transitioned to the Forte bank debit card platform and is now equipped with an IBAN account and in 2025, launched as a new product with MFS business enabling agent sales for payday loans by partner-banks via the mobile app. As of December 31, 2025, Simply served approximately 4.1 million monthly active users representing a 28.8% increase YoY, reflecting its rapid adoption and growing role in the country’s digital financial ecosystem. Additionally, Simply wallets serve as the foundation for the ecosystem bonuses program for Beeline Kazakhstan business lines.
Mobile commerce, Google, Apple DCB and Trusted payment also remained strong revenue streams, ensuring stable and profitable services in accordance with our strategy goals.
Entertainment
BeeTV has grown into one of Kazakhstan’s largest entertainment platforms, offering both OTT and IPTV content to meet the diverse viewing preferences of its audience. The platform provides a wide range of international movies, series, and live TV channels, while increasingly featuring Kazakh-language content to strengthen local engagement and cultural relevance. BeeTV’s user-friendly interface, multi-device accessibility, and personalized recommendations enhance the overall viewing experience, making it a preferred choice for digital entertainment in the region. As of December 31, 2025 BeeTV had approximately 1.0 million monthly monthly active users representing a 5.3% increase YoY, underscoring its strong position in Kazakhstan’s rapidly expanding digital media market.
Hitter, the music streaming app, is designed to deliver an exceptional listening experience to millions of Beeline subscribers. As of December 31, 2025 Hitter served 132,000 monthly active users.
In November 2025, Beeline Kazakhstan entered into an agreement with OLX Group to acquire 100% of the Kazakh online classifieds business OLX KZ, from the OLX Group. Founded as a classifieds platform connecting millions of buyers and sellers across goods and services, jobs, autos and real estate, OLX KZ is one of the most widely used digital platforms in Kazakhstan. The acquisition of OLX KZ is subject to regulatory approvals and customary closing conditions.
Super Apps
In 2025, Beeline introduced Janymda, a next-generation superapp (formerly My Beeline), designed as an integrated digital ecosystem offering customers a wide range of solutions within a single platform. Janymda provides access to financial services, entertainment, gaming, and other lifestyle features, alongside seamless self-care functionalities for managing Beeline Kazakhstan’s mobile bundles. Acting as a digital gateway, the app connects users to Beeline’s broader portfolio of digital applications and services, delivering convenience and personalization in one unified experience.
In June 2025, Beeline Kazakhstan announced the launch of AI Tutor which is embedded in Janymda. AI Tutor, an AI-powered learning assistant designed to support children’s and adults’ learning experience in the Kazakh language, is built on the locally developed KazLLM large language model. As of December 31, 2025 Janymda had approximately 4.6 million monthly active user, representing a 5.4% decrease YoY.
Enterprise
In June 2023, we launched Beeline subsidiary QazCode as a dedicated software company to boost development of new digital products and services. The 750-person QazCode team is among the largest software development companies in Kazakhstan and delivers expertise across software development, big data (“Big Data”) analytics, cybersecurity and artificial intelligence. QazCode builds digital products and services for both local Kazakh and international clients, including other digital operators within the VEON Group. QazCode develops digital assets and contributes to the region's growth. As part of this strategy, KazLLM, the first large-scale language model for the Kazakh language, was created. The development was carried out in partnership with the Ministry of Digital Development of the Republic of Kazakhstan, Nazarbayev University and the National Information Technologies Joint-Stock Company.
In December 2024, the model was presented to the President and the Government of Kazakhstan. KazLLM is available in open access, promoting the adoption of digital products in the Kazakh language and bridging the linguistic gap for underrepresented languages. The model is integrated within the company's digital ecosystem.
Over the course of 2025, Qazcode’s AI product portfolio expanded with the addition of four new products: AI‑Tutor in the Janymda superapp (designed to support learning of the Kazakh language and history); Aventa AI (an agentic enterprise platform); AIDA (an AI doctor assistant); and Dialogiqm, a communication platform for customer service.
Beeline Kazakhstan has begun construction of the new Hyper Cloud data center in Almaty, an advanced Tier III-certified facility designed to anchor Kazakhstan’s sovereign cloud, AI compute, and enterprise digital services ecosystem.
OUR BANGLADESH BUSINESS
In Bangladesh, we operate through our operating company, Banglalink Digital Communications Limited (“BDCL” or “Banglalink”) with our brands “Banglalink,” “Toffee,” “MYBL” and “RYZE.” Banglalink provides mobile (on 2G, 3G (on a limited scale) 4G/LTE networks) and digital services to over 37.52 million mobile customers, out of which 49% are 4G users, as of December 31, 2025.
Our Telecommunications and Infrastructure Business in Bangladesh
Launched in February 2005, Banglalink was instrumental in making mobile telephone an affordable option for consumers in Bangladesh. Banglalink offers 4G connectivity since 2018 and has focused on 4G-based growth, through network expansion, superior customer experience on 4G and digital-focused bundle offers. In 2022, the operator started pursuing a nation-wide growth strategy in its 4G network, expanding its footprint. As of December 31, 2025, Banglalink had 15,125 4G sites servicing 96.26% of the Bangladesh population. Banglalink largely phased out its 3G services in May 2024 as part of its strategy to enhance 4G performance by reallocating the network resources.
The tower market in Bangladesh is highly regulated, with only four licensed tower operators (“Tower Companies”) operating since 2019. Mobile Network Operators (“MNOs”) are required to follow strict regulatory restrictions on building new towers and sharing existing infrastructure. As a result, MNOs are increasingly divesting their tower assets to Tower Companies.
In line with our asset-light strategy, in November 2023, Banglalink sold 2,012 sites to Summit Towers Limited (“Summit”). The agreement with Summit is for an initial period of 12 years, with seven renewals of ten years each (at Banglalink’s option). There is also a commitment for 914 new Build-to-Suit sites to be rolled out over the next ten years and to provide a right-of-first-refusal on the fiber requirements of Banglalink.
Our Mobile Telecommunication Business in Bangladesh
The telecommunications market in Bangladesh is largely comprised of prepaid customers. On January 29, 2024 Banglalink received BTRC’s approval for a new block of numbers (i.e. 01410000000 to 01410999999), adding one million numbers from the 014 prefix to its portfolio. As of December 31, 2025 approximately 93% of our customers were on prepaid plans. At the end of 2024, Banglalink secured BTRC approval to provide Fixed Wireless Access services to its customers, further enhancing connectivity offerings.
In September 2025 Banglalink was the first operator in Bangladesh to introduce Voice over Wi-Fi (“VoWiFi”) on a pilot basis, a service that allows customers to make and receive voice calls over Wi-Fi networks instead of relying solely on cellular coverage. This innovation significantly improves call quality and reliability, particularly indoors and in areas with limited mobile signal strength. By leveraging existing Wi-Fi infrastructure, VoWiFi enhances customer convenience and supports Banglalink’s strategy to deliver seamless connectivity experiences. Upon successful completion of the pilot phase, BTRC has approved Banglalink to commercially launch VoWiFi service in December 2025 under certain conditions. Currently, Banglalink is working for commercial launch of VoWiFi services.
Voice
•Voice telephone to postpaid and prepaid customers through voice packs and mixed bundles.•VoLTE services.
Internet and data access
•GPRS, EDGE, and 4G/LTE technology through data packs, mixed bundles and service bundles.
•Data services provided via pay-per-use bundles.
Roaming
•Active roaming agreements with 403 GSM networks in 159 countries.
•GPRS roaming with 346 networks in 137 countries.
•Maritime roaming and in-flight roaming.
•Roaming agreements generally state that the host operator bills BDCL for roaming services; BDCL pays these charges and subsequently bills the customer for these services on a monthly basis.
VAS
•Call forwarding, conference calling, call waiting, caller line identification presentation, voicemail, and missed call alert.
Messaging
•SMS, MMS (which allows customers to send pictures, audio and video to mobile phones and to email) and mobile instant messaging.
In 2024, the Bangladesh Telecommunication Regulatory Commission (“BTRC”) issued a single license including the existing (2G, 3G and 4G/LTE) and future technologies (5G and beyond) as “Cellular Mobile Services Operators License” on March 11, 2024 for 15 years up until March 10, 2039.
The table below presents a description of business licenses relevant to our mobile business in Bangladesh. Unless noted otherwise, we plan to apply for renewal of these licenses prior to their expiration.
Services License Expiration
Cellular Mobile Service Operators License (includes 2G, 4G/LTE 5G and beyond) Nationwide 2039
The table below provides details pertaining to the license fees we pay to operate our mobile telecommunications business in Bangladesh:
LICENSE FEES
Under the terms of Cellular Mobile Services Operators License, Banglalink is required to pay the BTRC: (i) an annual license fee of BDT 100.0 million (US$ 0.84 million); (ii) 5.5% of Banglalink’s annual audited gross revenue, as adjusted pursuant to the applicable guidelines; and (iii) 1% of its annual audited gross revenue (payable to Bangladesh’s social obligation fund), as adjusted pursuant to the applicable guidelines. The annual license fees are payable in advance each year, and the annual revenue sharing fees are each payable on a quarterly basis and reconciled at the end of each year. Banglalink’s total license fees (annual license fees plus revenue sharing) in Bangladesh was equivalent to US$ 29.9 million, US$ 38.4 million and US$ 36.8 million for the years ended December 31, 2025, 2024, and 2023, respectively.
SPECTRUM CHARGES
In addition to license fees, Banglalink pays annual spectrum charges to BTRC, calculated according to the size of BDCL’s network, its frequencies, the number of its customers and its bandwidth. The annual spectrum charges are payable on a quarterly basis and reconciled at the end of each year. BTRC has revised the formula for calculating annual spectrum charges on April 5, 2022 with the intention to apply a unified formula to calculate the charges for all of the different spectrum. BDCL’s annual spectrum charges were equivalent to US$ 10.4 million, US$ 12.3 million and US$ 18.7 million for the years ended December 31, 2025, 2024 and 2023 respectively (Opex charges for spectrum).
The mobile telecommunications market in Bangladesh is highly competitive. The following table shows Banglalink and the competitors’ respective customer base in Bangladesh as of December 2025.
Operator Customers in Bangladesh (in millions) (1)
Grameenphone 84.2
Robi Axiata 57.4
Banglalink 37.5
Teletalk 6.8
Source: Bangladesh Telecommunication Regulatory Commission (“BTRC”). Note, for market data BTRC uses its own definition for subscribers, For external reporting purposes Banglalink uses more stringent criteria, counting only charged users for the reporting of its active three-months subscriber base.
According to the BTRC, the top three mobile operators, Grameenphone, Robi Axiata and Banglalink, collectively held approximately 96.4% of the total subscriber in Bangladesh which consisted of approximately 187.5 million customers as of December, 2025 compared to approximately 185.9 million customers as of December 31, 2024.
Distribution
As of December 31, 2025 Banglalink’s sales and distribution channels in Bangladesh included 37 monobrand stores, a direct sales force of 72 corporate account managers, and 185 zonal sales managers (for mass market retail sales), 28,611 active retail SIM sellers, 295,293 top-up selling outlets and the online sales channels. We provide a top-up service through our mobile financial services partners, ATMs, recharge kiosks, international top-up services, SMS top-up and Banglalink online recharge system. Banglalink provides customer support through a contact center, which operates 24 hours a day and seven days a week. The contact center caters to several after-sales services for all customer segments with a special focus on a “self-care” app to empower customers and minimize customers’ reliance on call center agents. In order to stimulate data usage and fast track 4G smartphone penetration in the Banglalink network, we conduct strategic campaigns with leading smartphone brands from time to time. In addition, Banglalink drives the fastest 4G experience from top smartphone retail stores.
Our Digital Business in Bangladesh
In 2025, Banglalink expanding its digital footprint by building on strong user growth and increasing adoption of its digital platforms. The company strengthened its position as a leading digital operator in Bangladesh through innovative offerings such as Toffee, the MyBL super-app, the RYZE digital lifestyle package, and its partner-led enterprise technologies. At the same time, Banglalink continued advancing its capabilities in ad‑tech and digital financial services, supported by regulatory progress and growing customer engagement across its platforms.
Our digital business in Bangladesh encompasses the following business verticals: entertainment, enterprise services and financial services. Revenues from these verticals are included within Bangladesh's digital revenues. See Note 3—Revenue of the Audited Consolidated Financial Statements.
Entertainment
In 2019, Banglalink launched Toffee, an infotainment platform available as a web- and OTT-based service to users of all operators in Bangladesh. Toffee secured the exclusive digital streaming rights of all ICC events including the Cricket World Cup and Champions Trophy for two years (2024-2025). In January 2025, the BTRC issued a No Objection Certificate (“NOC”) which grants permission to the Toffee platform for OTT, VOD and streaming services, subject to certain terms and conditions. In 2025 Toffee continued to be the leading entertainment application and OTT platform in Bangladesh, offering audio and video streaming services across all mobile operators. The NOC is valid for one year and is renewable. In December 2025, Toffee had approximately 6.4 million monthly active users, representing a 2.3% decrease YoY.
In 2024, Banglalink transformed its self-care application MyBanglalink into the MyBL super-app, providing services in healthcare, education/e-learning, entertainment, gaming, video and music streaming, audio books, devotional and lifestyle features among others. As of December 31, 2025 MyBL had approximately 8.1 million monthly active users representing a 4.3% increase YoY. 67.9% of MyBL’s monthly active users currently using at least one digital feature in addition to its self-care features, demonstrating the appeal of the application as a super-app.
Premium Digital Brands
In November 2024, Banglalink launched RYZE, the first-ever digital lifestyle prepaid package in Bangladesh, designed to cater to tech-savvy customers. RYZE integrates AI-powered features within its mobile app, offering personalized
recommendations and digital lifestyle tools. The app includes a premium trial that unlocks advanced AI tools and exclusive lifestyle features, aimed at boosting digital SIM adoption and enhancing customer engagement.
As of December 31, 2025 RYZE served approximately 330,000 monthly active users representing a 48.0% increase YoY which relfects its growing role in Banglalink’s strategy to drive digital adoption and expand value-added services.
Enterprise
Banglalink’s partner led solution, BCloud platform is a comprehensive digital infrastructure solution designed to support enterprise and government clients in Bangladesh with secure, scalable, and cost-efficient cloud services. Leveraging advanced virtualization and data management technologies, BCloud enables businesses to host applications, store data, and deploy IT resources on-demand, reducing reliance on physical infrastructure. The platform offers Infrastructure-as-a-Service and related solutions, ensuring high availability, robust security, and compliance with local regulatory requirements. Similarly, Banglalink has several other partner-led business solutions, including ERP solutions, AI-based solutions, IoT and Industrial IoT offerings, and vehicle and asset tracking solution management.
Banglalink also has ad-tech capabilities deployed on Banglalink digital channels and digital services, such as Toffee, and are being offered as B2B digital products to business clients.
Financial Services
Bangladesh Bank has granted a No Objection Certificate (“NOC”) to NEO PSP Ltd. to operate a payment service business. NEO PSP Ltd. is a subsidiary of Banglalink. The NOC is subject to completion of full platform readiness, including technical and security compliance, by June 9, 2026.
OUR UZBEKISTAN BUSINESS
In Uzbekistan, we operate through our operating company, “Unitel” LLC, and our brands, Beeline and digital-first operator OQ. We also provide digital marketing and advertising services through our separate entity “Veon AdTech” LLC, while fintech services are provided through our subsidiary “Beelab” JSC and our brand Beepul. In 2024 we also carved out Unitel’s towers into a separate entity, National Tower Infrastructure LLC, which now manages our tower assets, providing services to “Unitel” LLC and other operators in Uzbekistan. Beeline Uzbekistan provides mobile (on 2G, 3G, and 4G/LTE networks), digital, and fixed-line services to over 7.7 million mobile customers, out of which 77% are 4G users, and 9.3 million digital customers as of December 31, 2025.
Our Telecommunications and Infrastructure Business in Uzbekistan
Expanding high-quality mobile internet experience across the country with our 4G/LTE services is central to our strategy. Aiming to provide superior digital experiences along with high-quality mobile internet, Beeline also offers to its customers a digital portfolio of mobile financial services, web and OTT-based content applications, as well as B2B services, including big data analytics and advertising technologies. In 2024, Beeline introduced Oila tariff line as a comprehensive plan for family usage. This plan integrates core mobile, fintech, and entertainment services, enabling efficient management of connectivity for groups ranging from two to seven individuals via a single account.
Beeline provides mobile telecommunications services through both postpaid and prepaid plans. As of December 31, 2025, approximately 86% of our users in Uzbekistan were utilizing prepaid plans. In Uzbekistan, our offerings include a diverse portfolio of tariffs and products specifically designed for data users who engage with our mobile applications. These include a variety of prepaid options centered around digital services and postpaid solutions tailored to meet the diverse connectivity requirements of different customer segments.
We also offer voice, data and internet services to corporations, operators and consumers using a metropolitan overlay network in major cities and fixed-line telecommunications using inter-city fiber optic network.
In alignment with our asset-light strategy, in 2024, we successfully completed the separation of our tower assets from Unitel LLC into a separate entity, National Tower Infrastructure LLC (“TowerCo”). Following this strategic move, Unitel transferred approximately 3,900 of its existing towers, and those under construction, along with a significant portion of lease agreements for tower plots to TowerCo. Since its establishment, TowerCo has constructed an additional 1100 new towers. TowerCo offers equipment deployment and power supply services for Unitel and is extending these services to other mobile network operators in Uzbekistan.
Our Mobile Telecommunications and Infrastructure Business in Uzbekistan
The table below presents the primary mobile telecommunications services we offer in Uzbekistan:
Voice
•Airtime charges from mobile postpaid and prepaid customers, including monthly contract fees for a predefined amount of voice traffic (via 2G GSM, VoLTE and VoWiFi) and roaming fees for airtime charges when customers travel abroad.
•GSM service is provided in 2G, 3G and 4G networks; call duration for one session is limited to 60 minutes.
Internet and data access
•GPRS/EDGE/3G/4G/LTE networks.
Roaming
•Active roaming agreements with 486 GSM networks in 185 countries.
•GPRS roaming with 441 networks in 165 countries.
•CAMEL roaming through 387 networks in 165 countries.
•VoLTE roaming through 14 networks in 11 countries.
•VoLTE roaming through 43 networks in 29 countries.
•Roaming agreements generally state that the host operator bills us for roaming services; we pay these charges and then bill the customer for these services on a monthly basis.
VAS
•Call forwarding; conference calling; call blocking; SMS-inform and call waiting.
•A two-step verification process for VAS (“VAS”) subscriptions with VAS services managed in our own Subscription Management Center.
Messaging
•SMS
The table below presents a description of business licenses relevant to our mobile business in Uzbekistan. Unless noted otherwise, we plan to apply for renewal of these licenses prior to their expiration:
Services License Expiration
GSM900/1800(1) Nationwide August 7, 2031
3G(1) Nationwide August 7, 2031
4G/LTE(1) Nationwide August 7, 2031
International Communication Services License Nationwide 2026
Data Transfer Nationwide Unlimited(2)
Inter-city communication services license Nationwide 2026
TV broadcasting Nationwide August 18, 2028
(1)Requires annual license fee payments (due not later than 30 days before the start of the next license year).
(2)License for exploitation of the data transfer network does not have a fixed term, and the license for design, construction and service provision of data transfer network was renewed in June 2020 with an unlimited term.
LICENSE FEES
In 2025, Unitel LLC made payments for spectrum and licenses with the following split: the annual fee for use of radio frequency spectrum in the total amount of US$ 6.66 million and licenses fees in the total amount of US$ 4.16 million paid to the state budget.
The following table shows our and our primary mobile competitors’ respective customers in Uzbekistan as of December 31, 2025 based on available GSMA Intelligence market data and counting methodologies:
Operator Customers (in millions)
LLC “Unitel” 7.6
Ucell 11.6
UzMobile (Uzbektelecom) 11
Mobiuz 3.7
Perfectum 0.1
Source: GSMA Intelligence (accessed January 7, 2026) . Regulatory disclosures are not available in Uzbekistan, and sources may cite different numbers, due to approaches for calculation and definitions.
According to GSMA, as of December 31, 2025 there were approximately 34.0 million mobile connections in Uzbekistan, representing a mobile penetration rate of approximately 93.5% compared to approximately 33.9 million connections and a mobile penetration rate of approximately 94.5% as of December 31, 2024.
In 2025, the VoWiFi was launched to ensure uninterrupted communication enabling our customers to stay connected in areas where the cellular coverage is weak or unavailable.
Our Fixed-line Telecommunications Business in Uzbekistan
The table below presents a description of the fixed-line telecommunications services we offer in Uzbekistan.
Services
•Fixed-line services, such as network access.
•Internet and hardware and software solutions, including configuration and maintenance.
•High-speed internet access (including fiber optic lines and fixed wireless access).
•Dedicated lines of data transmission.
•Fixed and mobile data convergence.
Coverage
•Provided services nationwide.
The table below presents a description of business licenses relevant to our fixed-line business in Uzbekistan. Unless noted otherwise, we plan to apply for renewal of these licenses prior to their expiration:
Services License Expiration
Fixed-line, long-distance and international Nationwide Unlimited
Data Nationwide Unlimited
There is a high level of competition in the capital city of Tashkent, but the fixed-line internet market in most of the other regions remains undeveloped. The table below presents our competitors in the fixed-line services market in Uzbekistan:
Fixed-line Services
•Uztelecom •Sharq Telecom
•East Telecom •TPS
•Sarkor Telecom •EVO
•Others
Distribution
As of December 31, 2025 our sales channels in Uzbekistan include 81 owned offices, 658 exclusive stores and 2,337 multi-brand stores.
One of our priorities in Uzbekistan is the development of information and communications technology, which supports economic development in Uzbekistan. Our strategy includes maintaining our current market position by retaining our large corporate client customer base.
Our Digital Business in Uzbekistan
Beeline Uzbekistan provides a comprehensive range of digital services compatible with both iOS and Android platforms, including the Hambi, OQ, Kinom, Riitm, and BeePul applications, among others. In addition, Beeline Uzbekistan offers a suite of digital enterprise services across the adtech and commercial data‑center sectors.
Our digital business in Uzbekistan encompasses the following business verticals: financial services, entertainment, super apps, healthcare, premium brands, ride-hailing and enterprise services. Revenues from these verticals are included within Uzbekistan's Digital Revenues. See Note 3—Revenue of our Audited Consolidated Financial Statements attached hereto.
Financial Services
In 2024, Beeline Uzbekistan enhanced its super-app by integrating Beepul, a comprehensive financial services solution, to deliver a seamless and secure payment experience for millions of users. Through Beepul, customers can now conveniently pay for utilities, mobile services, internet, and television, as well as perform non-cash transactions and peer-to-peer transfers directly within the application. The platform continues to process over US$ 160 million in monthly turnover and 6.8 million in monthly transactions, and ranks among Uzbekistan’s top five fintech applications. Furthermore, in 2025 Beepul entered into a partnership and memorandum of understanding with ANORBANK, one of the country’s leading digital banks, to enable new embedded-finance use cases and accelerating user growth. As of December 31, 2025, Beepul had approximately 1.8 million monthly active users representing 24.4% decrease YoY.
Beepul has also deployed several strategic initiatives across its B2C and B2B segments, platform enhancements and operational improvements. Key developments included the launch of new B2C products such as Buy‑Now‑Pay‑Later contactless payments through Uzcard and Humo, and access to international Visa and Mastercard cards. In the B2B side, the Company expanded merchant coverage on its agency platform, while the successful launch of the Cash-to-Card (“Cash-to-Card”) service was in June 2025. This growth was further supported by significant upgrades to our AML and anti-fraud platforms and increased automation of internal processes.
Entertainment
In 2024, Beeline Uzbekistan launched the digital entertainment platform KINOM. With a content offering of more than 100 channels of linear TV, as well as on-demand films and TV series, KINOM is accessible for all mobile users in the country on Apple and Android smartphones, Smart TVs and computers. The platform focuses on local language content offering a wide range of titles in Uzbek for a greater consumer experience for the local audience. KINOM differentiates itself through advanced features, such as an AI-powered semantic search and personalized user profiles. As at December 31, 2025 KINOM had approximately 1.2 million monthly active users, representing a 211.5% increase YoY.
In 2025, the Company launched riitm, a music streaming platform, featuring curated and mood-based playlists. The service was integrated into the Hambi super-app in October 2025 and further expanded to Radio and CarPlay. As at December 31, 2025 riitm had approximately 300,000 monthly active users.
Super Apps
In 2024, Beeline Uzbekistan launched Hambi, an AI-powered super-app that replaced the previous Beeline app, marking a significant step in the company’s digital transformation strategy. Hambi offers a comprehensive suite of telecom and non-telecom services, including telemedicine, insurance, mobile financial services, TV streaming, and an integrated marketplace. For Beeline Uzbekistan customers, the app also provides convenient self-service features such as tariff management, data usage tracking, and roaming options. Designed to deliver a seamless and personalized user experience, Hambi has quickly become a central hub for digital lifestyle services in Uzbekistan. Furthermore, it has activated native advertising inventory within the Hambi app—including in-app banners, promoted listings, and premium placements in
partnership with VEON's AdTech platform. As of December 31, 2025, Hambi had approximately 3.8 million monthly active, representing a 25.7% decrease YoY.
BeeMarket, an electronics and home appliance marketplace, has been operational since 2024. The platform currently features an omnichannel presence, combining online access through its dedicated website and integration within the Hambi and OQ super-apps, with a physical retail network of over 67 Beeline branded stores. Its commercial offerings were expanded with the addition of new models, including a “phone by subscriptions” services tied to Oila family tariffs.
Health
Hambi Davo provides a comprehensive suite of digital health services, including telemedicine, medical check‑ups, an AI health consultant, a tool for searching and comparing medicines, an AI‑powered food‑tracking feature, air‑quality monitoring, and a function for requesting medical assistance. The platform has reached almost 240,000 monthly active users as of December 31, 2025.
Premium Digital Brands
Launched in 2023, OQ has evolved into a dynamic digital platform that now includes mobile financial services alongside an extensive selection of media and gaming content. These enhancements have strengthened OQ’s position as a leading lifestyle app, driving engagement across social networks and app marketplaces. By integrating entertainment and financial solutions, OQ offers users a seamless and enriched experience, reinforcing its role in VEON’s digital ecosystem. As of December 31, 2025, OQ had approximately 1.3 million monthly active users representing a 118.0% increase YoY which reflects its growing popularity and strategic importance in the Uzbek market.
Ride-Hailing
Uklon is scaling its operations and footprint in Uzbekistan, focusing on expansion across its user base and partner network.
In July 2025 Beeline Uzbekistan entered into a strategic partnership with Uklon to drive ecosystem collaboration. This partnership leverages the audience reach through technical integrations, including a deep-link feature within the Hambi and OQ apps to facilitate user acquisition for Uklon. Furthermore, Beeline Uzbekistan provides dedicated telecommunications support, including customized tariffs for Uklon's driver-partners in Uzbekistan.
Enterprise
In 2025, Veon AdTech, owned and operated by VEON HQ, commenced active operations in the advertising market, intensifying collaboration with direct advertisers as a full-fledged digital data-driven advertising agency, operating on four markets: Uzbekistan; Kazakhstan; Bangladesh; and Pakistan. The company offers a complete range of services, from billing in advertising platforms (Meta, Google, Telegram, TikTok, BYYD, Eskimi, etc.), boosting marketing campaigns by hyper personalized Target SMS campaigns, to comprehensive 360-degree data-driven digital media strategies. In addition, the company sells in-app ads within Veon ecosystem, that includes 16 major apps and websites across four markets. Over 11% of advertising revenue comes from automated network ads sales within own developed Veon Adtech’s programmatic platform. 2025 became a year for development of a full-scale media analytics system “Prism”, built for accurately measuring real digital media consumption, media reach and impact, expanding media planning capabilities for Uzbekistan and Kazakhstan markets.
Regulatory
For a description of certain laws and government regulations to which our main telecommunications businesses are subject, see Exhibit 99.2—Regulation of Telecommunications.
For a discussion of the sanctions’ regimes we are subject to, including the risks related to such exposure, see Item 3.D—Risk Factors—Regulatory, Compliance and Legal Risks.
Seasonality
While consumption of our connectivity services may be higher in certain months compared to others, due to the geographical diversity of our markets and our robust product portfolio, we generally do not experience significant revenue fluctuations at the Group-level solely due to seasonal factors.
We do see some minor revenue variations in our operations in specific countries, such as Pakistan and Bangladesh, due to annual events such as Ramadan and the Islamic religious festivals as well as certain sporting events, for example major cricket tournaments. However, given the myriad of factors that may impact our business performance and results of operations, including the war in Ukraine, weather and extreme climate events (e.g., the cyclone in Bangladesh and floods in Pakistan), repricing actions, large-scale network rollouts, the timing and scope of acquisitions and divestments and general economic and political factors (e.g. the political unrest in Bangladesh and Pakistan), it is difficult to isolate specific seasonality impacts on Group business performance and results of operations with any precision.
Information Technology, Artificial Intelligence and Cybersecurity
As a modernized and global telecommunications and digital business, we are focused on the development, improvement and maintenance of our information technology and cybersecurity systems as well as on the development and execution of our cybersecurity policy. Throughout the year, we carried out regular upgrades and enhancements to our core operational systems across all our operating companies to ensure continued alignment with evolving business needs and technological standards. In addition to continuously updating and enhancing our existing systems with new functionalities and security-driven improvements, we also actively evaluate, pilot and implement emerging technologies and innovative solutions aimed at strengthening our cybersecurity posture and expanding our operational capabilities. Where deemed appropriate, such solutions are integrated into our technology inventory to ensure sustained resilience, adaptability and proactive risk management across the Group. For a description of our cybersecurity governance procedures, policies and strategies, as well as a discussion of our cybersecurity incidents, if any, see Item 16.K - Cybersecurity.
Artificial Intelligence Use, Governance, Risk and Oversight
AI, including machine learning, large language models and generative AI technologies is increasingly integrated into selected aspects of our operations to enhance customer experience, improve operational efficiency, strengthen network performance, support financial and risk oversight and enable data-driven decision-making. Our strategic approach to AI is grounded in the concept of “augmented intelligence.” We view AI as a capability designed to enhance human judgment, strengthen operational resilience and improve analytical depth rather than replace managerial accountability or professional expertise. Accordingly, AI systems are implemented to support decision-making processes, surface insights, identify risk indicators and increase processing efficiency while final responsibility for material decisions remains with designated management, control and governance functions.
By combining AI-driven analytics with structured human oversight, we aim to improve the consistency, timeliness and risk sensitivity of our operations. In this context, augmented intelligence contributes not only to productivity gains but also to strengthening our overall risk management framework including earlier detection of anomalies, improved monitoring capabilities and enhanced internal control effectiveness.
Use of Artificial Intelligence
We deploy AI systems across multiple operating companies and business functions. These solutions include internally developed models, co-developed platforms with technology partners and selected third-party AI systems. In addition to leveraging external AI technologies, we have initiated the development of proprietary large language models tailored to specific linguistic and market contexts. For example, in Kazakhstan, we have developed a large language model optimized for the Kazakh language to support localized digital services, enterprise use cases and customer interaction scenarios. These initiatives are intended to improve linguistic accuracy, contextual relevance and alignment with local regulatory and data governance requirements. Throughout 2026 and beyond, we will continue to invest in large language models and small language models in underserved markets and local languages.
Representative AI use cases across our operating companies include:
•Customer Experience and Call Center Augmentation: Kyivstar and other OpCos utilize AI-powered call center augmentation tools, including advanced analytics on call transcripts to enhance quality assurance, agent performance insights, sentiment analysis and service optimization.
•Agentic AI and Workflow Automation: QazCode’s Aventa platform and selected implementations within Beeline incorporate agentic AI architectures designed to automate defined workflows and provide structured decision-support under controlled governance parameters.
•AI-Based Network Optimization: Beeline Uzbekistan has implemented AI-driven network optimization capabilities, including closed-loop automation tools that analyze network performance data and automatically deploy predefined configuration adjustments within established thresholds. These tools are designed to enhance network efficiency while operating within controlled technical safeguards.
•Hyper-Personalization and Digital Content Transformation: Banglalink utilizes AI-driven hyper-personalization engines to tailor customer offers and engagement strategies. Additionally, Banglalink’s Toffee platform includes AI-enabled content transformation capabilities that convert text-based news, in collaboration with local news agencies, into AI-generated video formats to enhance digital user experience. Banglalink has also implemented an AI-enabled customer care capability within its self-care application to diagnose customer issues and propose automated resolutions based on predefined logic frameworks. Jazz deploys AI-powered chatbot and digital assistant solutions, including Tamasha Bot, to enhance automated customer interaction.
•AI-Based Financial Risk and Audit Analytics: We utilize AI-driven anomaly detection and transaction analytics tools, including solutions developed in collaboration with third-party providers such as MindBridge to support all three lines of defense and financial risk review processes. These tools analyze large datasets to identify unusual patterns, outliers or potential risk indicators for further professional review. Such systems augment, but do not replace, management oversight and auditor judgment within our internal control framework.
Across material implementations, AI systems operate within defined governance boundaries and are subject to human oversight. Our approach emphasizes augmented intelligence whereby AI enhances operational capabilities, risk detection and productivity while accountability for material decisions remains with designated management and control functions.
Governance and Oversight
Oversight of AI-related initiatives is embedded within our enterprise risk management, information security, data governance and compliance frameworks. AI-related risks and initiatives are supervised through a cross-functional governance structure involving senior leadership from technology, cybersecurity, legal, compliance, data governance, internal audit and risk management functions. We monitor evolving AI-related regulatory requirements across the jurisdictions in which we operate and adjust our governance practices as necessary to maintain compliance with applicable laws and standards.
Responsible AI Principles
Our deployment of AI technologies is guided by responsible use principles, including:
•Human oversight and accountability
•Fairness and mitigation of unintended bias
•Transparency and explainability, where technically and operationally feasible
•Data privacy and protection by design
•Security-by-design principles in system architecture
We recognize that AI systems generate probabilistic outputs and may be subject to model limitations. Accordingly, we implement controls to mitigate the risk of inappropriate reliance on automated outputs.
Controls, Monitoring and Testing Standards
To mitigate AI-related risks, we apply risk-based technical, procedural, and organizational controls, including:
•Pre-deployment risk assessments and approval processes for material AI use cases
•Ongoing monitoring of model performance, periodic validation, and retraining where appropriate
•Cybersecurity testing, vulnerability management, and secure development standards aligned with our information security framework
•Vendor due diligence and contractual safeguards for third-party AI providers
•Data governance controls addressing data quality, access management and privacy compliance
•Defined escalation pathways for incident reporting, including cybersecurity, data protection or financial control-related events.
We continue to enhance our AI governance and control framework in response to technological advancements, operational learnings, and regulatory developments.
Intellectual Property
Our brands, logos and other know-how are important to our businesses. We rely on a combination of trademarks, service marks and domain name registrations, copyright protection and contractual restrictions to establish and protect our technologies, brand name, logos, marketing designs and internet domain names in order to operate our business and maintain our reputation and goodwill with our customers.
We have registered and applied to register certain trademarks and service marks in connection with our telecommunications and digital businesses in accordance with the laws of our operating companies. Our registered trademarks and service marks include our brand name, logos and certain advertising features. Our copyrights and know-how are principally in the area of computer software for service applications developed in connection with our mobile and fixed-line network platform, our internet platforms and non-connectivity service offerings, and for the language and designs we use in marketing and advertising our communication services. We are in the process of registering, maintaining and defending the registration of the VEON name and logo as trademarks in the jurisdictions in which we operate and other key territories. As of March 1, 2026 we have achieved registration of the VEON name of VEON Amsterdam B.V. in 18 of the 21 jurisdictions sought (although only certain classes were sought in the European Union and the United Kingdom), with Saudi Arabia, Qatar and Bangladesh pending for all classes, except for class 41, for which we received provisional refusal, and we filed a response against the refusal on February 1, 2024. New filings for UAE were registered on January 28, 2025. New filings for the UAE were filed on November 19, 2024 and are still pending. We have similar efforts to register, or maintain our registration of, our other key trademarks and trade names, logos and designs. The timeline and process required to obtain trademark registration can vary widely between jurisdictions. For a discussion of the risks associated with new technology, see Item 3.D.—Risk Factors—Operational Risks—The loss of important intellectual property rights as well as third-party claims that we have infringed on their intellectual property rights could significantly harm our business.
Sustainability
The Group CFO oversees the corporate sustainability (or environmental, social and governance ,“ESG”) program and confers with our management in connection with executing its duties. The Company’s approach with respect to corporate sustainability is defined and reviewed periodically by the “ESG Steering Committee” comprising of the Group CFO (chair), the Group General Counsel and all relevant Group-level directors as members.
Our sustainability approach is grounded in our mission to deliver connectivity, access to information, and essential digital services to the communities we serve. We regard communication as a basic human need, whether it involves connecting with friends and family, obtaining critical assistance, or accessing information. This understanding underscores the importance of the social dimension within our ESG framework.
In 2025, we strengthened our ESG program by initiating the development of a group‑wide ESG policy that will guide action on priority areas, including environment, digital inclusion, cybersecurity and data protection, diversity, equity and inclusion, and responsible business practices. Our strategic focus continues to evolve to address the material topics identified through our double materiality assessment and to align our efforts with stakeholder expectations and global practices.
Through our strategic priorities, we are scaling digital solutions, enabled by locally trained AI capabilities and resilient infrastructure, to support inclusion, opportunity, and growth. VEON has expanded its digital verticals and continues to invest in locally relevant solutions that improve access to health services, support financial inclusion, and enable enterprise digital transformation. These efforts include the continued scaling of digital health platforms, the development of sovereign cloud and data infrastructure initiatives, and the strengthening of marketplace and mobility services, contributing to greater local economic participation and resilience across our markets. We continue to advance AI innovation under the AI1440 strategy. By developing locally relevant large language models and embedding AI features across our digital products and services, we aim to deliver social benefits such as safer financial transactions, more accessible and culturally appropriate digital content, enhanced customer support, and strengthened cybersecurity. These initiatives support inclusive access to digital services and contribute to improved daily life for customers and communities in our markets.
Alongside these social initiatives, we maintain strong corporate governance practices, promoting ethical business conduct and responsible corporate governance to deliver operational excellence. VEON remains committed to creating both social and business value through impactful investments that enable new services, partnerships, and forums, empowering people across our markets.
As in previous years, our 2025 Integrated Annual Report is guided by the principles of stakeholder engagement and materiality of the Global Reporting Initiative (“GRI”), utilizes ESG metrics for the Mobile Industry recommended by GSMA, and is aligned with the UN’s 17 Sustainable Development goals. As part of our reporting cycle, we assess the effectiveness of our sustainability strategy and revise it when needed.
Our approach to the identification, management and evaluation of sustainability is guided by three main principles:
•Stakeholders: By engaging with our stakeholders, we understand their concerns and expectations, and consider their opinions in our decision-making.
•Materiality: In 2024, we conducted our first double materiality assessment, in line with GRI and the EU CSRD sustainability reporting directive, to identify the ESG topics most significant to our business and stakeholders. This process was informed by engagement with internal teams and external stakeholder representatives. The material topics identified through this assessment continue to guide our strategic priorities and actions in 2025, ensuring we focus on areas that create long-term value and strengthen our resilience. The Board and senior management are kept informed of key ESG developments as needed, and the Board received updates at least quarterly through the Audit and Risk Committee and Progress against these priorities is reviewed regularly to ensure continued alignment with our sustainability objectives.
•Accountability: We are accountable to our stakeholders through our Integrated Annual Report. We also share periodic updates with internal stakeholders, including members of management, to inform them about key sustainability-related developments and our sustainability performance.
We continue to implement network energy-efficiency measures across our operations, including upgrading to more efficient, hybrid and renewable-powered equipment. Where feasible, we increase the number of outdoor base transceiver stations to reduce cooling-related energy use and share tower capacity to optimize energy consumption. These initiatives aim to improve operational efficiency and support sustainable resource management. We keep abreast of local environmental legislation and strive to reduce the environmental impact of our operations through responsible use of natural resources and by reducing waste and emissions.
Diversity and Inclusion
Within ESG, a particular focus for the Company, as a major employer, is promoting an equal opportunity environment within our operations. Diversity is a key driver of innovation and performance in our workforce. It is our belief that greater diversity, enhanced equity and increased inclusion lead to improved innovation, creativity, productivity, engagement and business results, building a reputation that will lead to better decision-making, faster problem solving and increased profits.
In 2023, our equal opportunity strategy at VEON is not solely focused on internal employees or the workplace. VEON takes a 360-degree view, considering all relevant parties. Our vision is “Creating an inclusive world for all–inside and beyond VEON”. At the heart of this vision are four strategic pillars: People; Products; Partners; and Communities. These four pillars adopt a holistic, outward-looking lens. Through People, we foster an accessible, pluralistic, workplace with policies and programs that empower every individual. Products reflect our commitment to designing digital and financial solutions that serve a wide variety of needs. Partners enable us to collaborate with organizations and advocacy groups to embed inclusion across the VEON Group’s ecosystems. Communities represent our pledge to drive social impact through education, health, and empowerment initiatives in our markets.
In 2024, VEON strengthened its equal opportunity journey through impactful programs across its operating companies. Jazz in Pakistan took bold steps to embrace neurodiversity and disability integration. The launch of the Persons with Determination Internship Program provided meaningful work experiences for individuals with disabilities, while sign language workshops and sensitization sessions fostered empathy and understanding among employees.
Banglalink in Bangladesh continued to champion gender heterogeneity in STEM through its pioneering Womentor program. This initiative paired female university students with experienced mentors, offering hands-on workshops and leadership development opportunities. With over 400 applications and 35 mentees selected in 2024, the sixth edition of the program started in 2025 and the 6.0 batch of Womentor colleagues graduated in July 2025. Womentor has become a beacon of progress, inspiring the next generation of female leaders and reinforcing Banglalink’s commitment to breaking barriers in technology and engineering.
In Uzbekistan, Beeline launched its Women in STEMS Reskilling program in early 2024. The program provides women with opportunities to acquire new skills and pursue careers in STEM. Alongside this, the long-standing BeeGeneration internship program continued to create pathways for young professionals, ensuring generational continuity and a sustainable talent pipeline when it launched in 18th season in 2025.
Kyivstar in Ukraine showcased the power of equal access to opportunities through its “Without Hesitation” program, launched in 2024. The initiative creates pathways for individuals of all ages to enter the workforce, targeting those with limited professional experience, ranging from 15 to 78 years old, through mentorship, practical training, and fixed-term employment, effectively removing age barriers. The program’s impact was further strengthened by specialized cohorts focused on technical roles, addressing critical labor market challenges while promoting diversity and equal opportunity. In April 2025, Kyivstar announced the recruitment for the third season of the program, entering its third consecutive year. Each season spans one year, and participants receive mentorship, hands-on experience across technology, legal, B2B/B2C, Big Data, cybersecurity, HR, and more, with the potential for permanent employment upon completion.
Beeline Kazakhstan focused on empowering regional youth through educational bootcamps and IT workshops. These programs provide students with practical skills and exposure to the digital economy, bridging gaps in access and opportunity. By reaching over 400 participants, Beeline Kazakhstan reinforced its commitment to leveling the playing field for future generations.
Health and wellbeing is also a central part of our agenda across all operating companies. The Pink October and Movember campaigns raised awareness about breast cancer and men’s health through screenings, webinars, and collaborative events. These efforts reflect VEON’s holistic approach to supporting our community, extending care and support beyond the workplace.
In line with our commitment to ensure a safe workplace and support the wellbeing of employees, VEON launched the Workplace Support for Domestic Violence Victims Policy through the campaign vehicle, ‘16 Days of Activism Against Gender-Based violence’ in December 2024. This policy provides comprehensive support for employees experiencing domestic violence, regardless of gender, ensuring access to resources needed to recover and thrive. Building on this foundation, in June 2025 VEON introduced the Domestic Abuse Awareness E-Learning module across all VEON operating companies. This course equips employees with essential knowledge to identify different types of abuse, understand the impact and present indicators, and develop confidence in supporting victims and survivors. The training also highlighted remedies available within the group, reinforcing VEON’s duty of care and commitment to creating a safe, empowering environment
By actively championing equal opportunity at VEON, the Group is dedicated to fulfilling our social responsibility and helping to create a fair society. This commitment goes beyond benefits to Group employees and customers; it also enhances our reputation and attracts customers, investors, and partnerships that align with company values. VEON is committed to fostering a sustainable society and community by providing accessible and affordable internet, mobile, and financial services to everyone in the most all-encompassing way possible.
Disclosure of Activities under Section 13(r) of the Exchange Act
Under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Exchange Act, we are required to disclose whether we or any of our affiliates are knowingly engaged in certain activities, transactions or dealings relating to Iran or certain designated individuals or entities. Disclosure is required even when the activities were conducted outside the United States by non-U.S. entities—including non-U.S. entities that are not otherwise owned or controlled by U.S. entities or persons—and even when such activities were conducted in compliance with applicable law.
The following information is disclosed pursuant to Section 13(r) of the Exchange Act. The gross revenue and aggregate revenue amounts expressed in this section are in absolute figures (i.e. are not shorthand for an amount in millions). The transaction sizes are generally very small.
We do not have any subsidiaries, affiliates, other equity investments, assets, facilities or employees located in Iran, and we have made no capital investment in Iran. Except as specified below, we do not believe we have provided any products, equipment, software, technology, information, support or services into Iran, or had any agreements, arrangements, or other contacts with the Government of Iran or entities owned or controlled by the Government of Iran.
As is standard practice for global telecommunications companies, we have, via certain non-U.S. subsidiaries, wholesale roaming and interconnect arrangements with mobile and fixed line operators located in the majority of countries throughout the world, including Iran. These agreements allow our customers to make and receive calls internationally, including when our customers are on other networks. In addition, a selection of our non-U.S. subsidiaries also provide telecommunications services to Iranian embassies located in certain of our countries of operation. We intend to continue these agreements in compliance with applicable U.S. sanctions laws.
Our non-U.S. subsidiaries have roaming agreements with the following GSM mobile network operators in Iran, which may be owned, controlled or otherwise affiliated with the Government of Iran: MTN Irancell; RighTel and Mobile Telecommunications Company of Iran. During 2025, our gross revenue received from roaming arrangements with MTN Irancell, RighTel and Mobile Telecommunications Company of Iran was approximately US$ 196.23, US$ 1,019.06 and US$ 1,846.68, respectively. We recorded approximate net results from roaming arrangements with MTN Irancell, RighTel and Mobile Telecommunications Company of Iran of -US$ 66,50, +US$ 799.14, and +US$ 1,335.38, respectively. Our Ukrainian subsidiary has roaming and interconnect arrangements with several Iranian operators (Mobile Company of Iran, MTN Irancell Telecommunication Services Co, and RighTel), however, no financial transactions are carried out under these agreements, only invoice exchanges for accounting and record-keeping purposes. The volume of traffic exchanged was negligible. The corresponding gross revenue for 2025 amounted to US$ 0.83 (MTN Irancell Telecommunication Services Co).
Our non-U.S. subsidiaries have the following agreements with Iranian embassies. During 2013, our Pakistan subsidiary, Jazz, began providing mobile telecommunications services to the Embassy of Iran in Islamabad. The approximate gross revenue for these services in 2024 was US$3,976. During 2004, our Kyrgyzstan subsidiary, Sky Mobile LLC, began providing mobile telecommunications services to the Embassy of Iran in Bishkek. The approximate gross revenue for these services in 2024 was US$ 454.96 and not more than approximately US$ 500 in 2025 before the completion of the sale of the Kyrgyzstan subsidiary on August 12, 2025.
In 2024, in connection with enhanced sanctions screening procedures that we implemented, we found that one of our non-U.S. subsidiaries has been providing telecommunications services to a subsidiary of an Iranian bank in Uzbekistan prior to our acquisition of that entity in 2006. The gross revenue for these services in 2023, 2024, and 2025 was approximately US$ 607, US$ 388, and US$ 389, respectively.
During 2007, our Bangladesh subsidiary, Banglalink, began providing telecommunications services to the Embassy of Iran in Dhaka. The approximate gross revenue for these services in 2024 was US$ 1.90. As of 2025, the Embassy held a total of 36 subscriptions, of which one remained active and 35 had been terminated. The total gross revenue generated from these services in 2025 amounted to gross US$ 1.37 (net US$ 0.98), all of which was generated in October 2025.
C. Organizational Structure
See — Business Overview.
D. Property, Plants and Equipment
Buildings
On December 19, 2024, we announced the completion of the move of our Group headquarters from Amsterdam to the DIFC. At the time we had leased office space consisting of 437 square meters with 26 workspaces. In 2025, we expanded our DIFC lease to cover an additional 283 square meters of office space with approximately 30 additional workspaces. We continue to occupy 1,003 square meters in Amsterdam, following the termination of the lease for the additional 5,286 square meters of office space that we had subleased until March 2025. Our operating companies and subsidiaries each own and lease property used for a variety of functions, including administrative offices, technical centers, data centers, call centers, warehouses, operating facilities, sales offices, main switches for our networks and IT centers. We also own office buildings in some of our regional license areas and lease space on an as-needed basis.
Telecommunications Equipment and Operation
Our tangible fixed assets are primarily comprised of our telecommunications network infrastructures.
Our mobile networks, which use mainly Ericsson, Huawei, ZTE and Nokia equipment, are integrated wireless networks of radio base station equipment, circuit and packet core equipment and digital wireless switches, connected by fixed microwave transmission links, fiber optic cable links and leased lines. Our infrastructure in Pakistan, Ukraine, Uzbekistan and Kazakhstan includes transport networks carrying voice, data and internet traffic using fiber optics and microwave links transport networks based on our optical cable network, utilizing DWDM (“DWDM”), SDH (“SDH”) and IP/MPLS equipment (with all DWDM and SDH optical networks being fully ring-protected, except in secondary towns).
In recent years, we have focused on optimizing our tower portfolio by selling certain mobile tower assets and concurrently entering into lease arrangements with the buyer for the same assets, thereby monetizing our asset base while increasing operating costs. We also enter into agreements with other operators for radio network sharing, where we either share the passive equipment, physical site and towers or combine the operation of the radio equipment with other operators. Network sharing brings not only substantial savings on site rentals and maintenance costs but also on investments in equipment for the rollout of new base stations. For the mobile network infrastructure we do not own, we enter into agreements for the location of base stations in the form of either leases or cooperation agreements that provide us with the use of certain spaces for our base stations and equipment. Under these leases or cooperation agreements, we typically have the right to use such property to place our towers and equipment shelters. We are also party to certain network managed services agreements to maintain our networks and infrastructure.
For more information about environmental issues that may affect our utilization of property, plants and equipments see “Our network infrastructure, equipment and systems are subject to disruption and failure for various reasons.” For more information on our property, plants and equipment, see Note 14—Property and Equipment to our Audited Consolidated Financial Statements.