Cell C Holdings Ltd. · JSE:CCD
Cell C — IPO Roadshow (November 2025)
52 slides from Cell C's IPO roadshow presentation, November 2025
Slide 1: The South African Network Operator of the Future
The South African Network Operator of the Future November 2025
Slide 2: Proposed Offer Structure
Proposed Offer Structure Cell C Holdings Limited (the “Group” or the “Company” or “Cell C Holdings”), which comprises of standalone entities Cell C Limited (“Cell C”) and Comm Equipment Issuer Company Proprietary Limited (“CEC”) and their subsidiaries Listing location / Venue Johannesburg Stock Exch
Slide 3: Key Focus Areas
Key Focus Areas
Slide 4: Continued Strong Performance in Q1 FY2026, Building Track-record
Q1 FY2026 Results Aug Q1 FY26 Aug Q1 FY26 Cell C Group pro forma Continued Strong Performance in Q1 FY2026, Building Track-record Financial and Operational Stats 8.2m R2.8bn / R3.4bn R371m / R722m Number of direct subs Total Revenue EBITDA 5.6% growth1 (1.7%) growth1 (11.5%) growth1 4.7m R237m / R52
Slide 5: Sustainable Free Cash Flow as a Result of the Operating Model
Sustainable Free Cash Flow as a Result of the Operating Model Cell C has Enhanced its Ability to Deliver Free Cash Flow From Operations Over the Period Standalone Cell C free cash flow from operations Standalone Cell C bridge to free cash flow from cash generated from operations for the conversion (
Slide 6: Pro Forma EBITDA Underscores Improving Profitability
Pro Forma EBITDA Underscores Improving Profitability Historic Growth in the Cell C EBITDA Base, Strengthened through the Restructure and the Combination of CEC Cell C EBITDA (R’m) Bridge to pro forma Group 2025 EBITDA (R’m) YoY 53.6% 6.1% 84.2%2 Growth 6 566 7 8 2 5 3,500 1 Excludes 187 3 487 566 3,
Slide 7: Capex-light model delivers growing EBIT
Capex-light business model delivers growing EBIT Improving EBIT representative the Group’s capex-light operating model with meaningfully lower depreciation and amortisation Cell C EBIT (R’m) Bridge to pro forma Group 2025 EBIT2 (R’m) YoY 106.0%3 684.2% 13.4% Growth 565 2,901 2,500 187 487 2,371 (33)
Slide 8: MVNO Model Growth Potential
MVNO Model Growth Potential As Undisputed Market Leader, Cell C is Ideally Placed to Benefit From the MVNO Growth in South Africa • Low Capital Requirement: Cell C can facilitate MVNO expansion without significant new investment • Low Capital Requirement: Cell C can facilitate MVNO expansion without
Slide 9: Pioneering Network Strategy
Pioneering Network Strategy Cell C’s MOCN Strategy Provides Unmatched Network Experience… … Founded on a Robust Roaming Agreement, Industry Tailwinds and Sticky Consumer Base Cell C’s Network is a Key Differentiator and Growth Driver Long-term, Growth-Ready Contracts • Agreements with MTN & Vodacom
Slide 10: Update on the Pre-IPO Restructuring
Update on the Pre-IPO Restructuring The intention of the Pre-IPO Restructuring is to Ensure that Cell C is Appropriately Structured for Success in the Listed Environment Timeline and latest updates Terms agreed and announced Implementation of the Pre-IPO Restructuring Pricing and implementation • On
Slide 11: Black Economic Empowerment Structure
Black Economic Empowerment Structure Cell C is Fully Committed to Implementing an Empowerment Structure Ensuring that Ensures Compliance with the Relevant Black Economic Empowerment (“BEE”) and Historically Disadvantage Persons (“HDP”) Requirements as Per its ICASA Licensing Conditions Upon Listing
Slide 12: Black Economic Empowerment Structure (cont’d)
Black Economic Empowerment Structure (cont’d) Cell C is Fully Committed to Implementing an Empowerment Structure Ensuring that Ensures Compliance with the Relevant Black Economic Empowerment (“BEE”) and Historically Disadvantage Persons (“HDP”) Requirements as Per its ICASA Licensing Conditions Upon
Slide 13: Key Differentiators of Cell C’s business model
Key Differentiators of Cell C’s business model Cell C is a Lean and Agile Operator with Award-winning Network Quality an Established Platform for Sustainable Financial Growth on the Back of a Successful Turnaround Strategy and Strong Governance Structures. The Business is Well-positioned for Public
Slide 14: A Key Element to Cell C’s Success Story is Our Leaders
A Key Element to Cell C’s Success Story is Our Leaders with a Track Record of Execution Our Experienced Leadership Team Drives Long-term Success Leading a Family of Disruptive Innovators, Connectors, Challengers and Doers EXCO Years at Cell C Jorge Mendes Years of relevant experience Chief Executive
Slide 15: Annexure: Additional Information
Annexure: Additional Information
Slide 16: The Cell C Holdings Journey | 2001 to Date
The Cell C Holdings Journey | 2001 to Date A Renewed Operating Model and Considered Personnel Changes have Positioned the Group well to Reach New Heights in the Future • Began a major turnaround from 2017, • Turnaround gains momentum, driven by halting debt payments, cutting strong leadership, a ful
Slide 17: Cell C has Delivered a Robust Business Turnaround
Cell C has Delivered a Robust Business Turnaround The Focus of the Turnaround Allowed the Group to Directly Address the Critical Challenges Identified in 2023 1 2 3 4 5 Financial Restructuring Network Quality & Governance & Stakeholder & Partnerships & Strategic & Market Performance Customer Percept
Slide 18: Robust Financial Performance, Supporting a Platform for Growth
Robust Financial Performance, Supporting a Platform for Growth Cell C’s Financial Performance will be Further Strengthened through the Restructure Strong revenue base EBITDA ARPU growth over time R13.7 billion R3.7 billion R95 Total net revenue, 2025 Group pro forma Total EBITDA, 2025 Group pro form
Slide 19: Market Share in South Africa
South African Competitive Landscape: Cell C is the Leading MVNO Player in the Market Cell C is well positioned in the MVNO Market in Particular Local Peer 1 Local Peer 2 Local Peer 3 Operating Model Leading MVNO Enabler Traditional MNO Traditional MNO Traditional MNO Technology 5G and LTE 5G and LTE
Slide 20: Supportive Secular Tailwinds in the South African Market
Supportive Secular Tailwinds in the South African Market The Group is Strategically Aligned with South Africa’s Fastest-growing Telecom Opportunities Smartphone Penetration and Fast Expanding Data Services Market The MVNO shows amongst the highest growth Economic Growth Fuel Overall Demand rates wit
Slide 21: Setting the scene | Key investment highlights
Setting the scene | Key investment highlights The Traditional Telecoms Sector Faces Structural Pressures that Weigh on Growth and Returns. The Group’s Capex-light, Partnership-driven Model is Designed to Overcome these Constraints and Deliver Sustainable Value Turning sector pressures into strategic
Slide 22: The Company’s Asset-light Model has Revolutionised its Position
The Company’s Asset-light Model has Revolutionised its Position as a Challenger Brand Cell C Holding’s Virtualised Network Model Unlocks Financial Agility and Seamless Scalability for Next-generation Technologies The fundamental shift in Cell C Holding’s operating model The capex-light model has bee
Slide 23: Pioneering Network Strategy helps Drive Strategic Flexibility
Pioneering Network Strategy helps Drive Strategic Flexibility By Owning its Own Spectrum and Utilising Excess Network Capacity that other Traditional MNOs sell at a Healthy Margin, Cell C Achieves Strategic Flexibility while Avoiding the Typical ~ZAR10 bn Annual Capex Burden, Maintaining its Capex u
Slide 24: Unpacking MOCN and its Benefits to Cell C
Unpacking MOCN and its Benefits to Cell C Key Elements of the MOCN How does MOCN work? 4 3 Core network and traffic routing Seamless switching 1 Cell C Core Shared RAN Network 2 Cell C SIM 3 card Network resilience 1 Shared RAN 2 Cell C SIM card 3 Network resilience 4 Separate core network Cell C do
Slide 25: Cell C’s MOCN Strategy Provides Leading Network Experience
Cell C’s MOCN Strategy Provides Leading Network Experience Cell C uses MOCN Technology to Enable a Pioneering National Dual Multi-operator Core Network, Enhancing its Available Network Access and Spectrum Cell C retains its own spectrum, with a strategy supported by favourable Virtualised network co
Slide 26: A Platform for Growth
A Platform for Growth Cell C Holdings has Multiple Growth Engines across Segments, which will Catapult the Company into its Next Growth Phase KEY: Growth levers The Group’s growth engines Consumer Enterprise Wholesale, including MVNO (12.0%)1 Mobile Prepaid (52.0%)1 and Postpaid (18.8%)1 B2B Fixed A
Slide 27: The MVNO Approach and Cell C Holdings Differentiation
The MVNO Approach and Cell C Holdings Differentiation Cell C Operates a Proven MVNO Platform Built on Strategic Evolution and Scalable Infrastructure • Cell C launched its first MVNO in 2006, making it an early adopter of the model in South Africa • The goal was to diversify revenue streams and leve
Slide 28: Platform Growth: Unlocking Scalable Opportunities Across Segment
Platform Growth: Unlocking Scalable Opportunities Across Segment Cell C has Multiple Growth Engines across High Value Segments, which will Catapult the Company into its next Growth Phase Prepaid Postpaid reintegration Enterprise Prepaid remains at the heart of Cell C Holding’s growth Cell C is under
Slide 29: A distribution Platform fit for Purpose
A distribution Platform fit for Purpose Cell C has a Consumer Distribution Platform Established across Wholesale Resellers, Retail Distribution Partners, Branded Stores and Telesales Informal distribution through partner wholesale resellers Alongside an expansive footprint through its retail distrib
Slide 30: A key Element to Cell C’s Success Story is our Leaders and Our People
A key Element to Cell C’s Success Story is our Leaders and Our People Our Experienced Leadership Team Drives Long-term Success Leading a Family of Disruptive Innovators, Connectors, Challengers and Doers EXCO Years at Cell C Jorge Mendes Years of relevant experience Chief Executive Officer 2+ 31+ El
Slide 31: Commitment to Best Practice Governance Structures
Commitment to Best Practice Governance Structures, Led by an Independent Board Strong Governance is a Key Priority for Cell C Board of Directors Governance Objectives Committee Structure Review Board composition to ensure a governance structure aligns with JSE Listings Requirements and King V Joe Mt
Slide 32: Building a Resilient, Relevant, and Trusted Brand for the Future
Building a Resilient, Relevant, and Trusted Brand for the Future The Shift from just a Challenger to Ally with a clear Provocation that “Nothing Should Stop You” Marketing with clear goals Reflected through its strong, memorable campaigns Nothing Drive brand consideration and improve Should Stop vis
Slide 33: Well-positioned for Public Markets
Well-positioned for Public Markets Significant Progress has been made in Relation to the Pre-IPO Restructuring with the Details Published in a Blu Label Circular in September 2025 Debt-to-equity conversion / Airtime vault conversion legacy liability settlement CEC transfer SPV structure The airtime
Slide 34: Sustainable Strategic Moats Safeguarding our Model
Sustainable Strategic Moats Safeguarding our Model Our Capex-light Model, Reinforced by Scale and Regulation, is Difficult to Replicate and Designed to Sustain Returns Over Time Contracts built for stability & growth Scale advantage embedded in the market Regulatory Safeguards • Anchored by unique r
Slide 35: Financial Performance Highlights | A Platform for Growth
Financial Performance Highlights | A Platform for Growth May 2025 May 2025 Cell C actual1 Group pro forma2 A Compelling Financial Profile Combining Scale and Dynamic Growth 1 Net revenue 2 Earnings Service revenue R11.0bn R11.6bn EBITDA R2.1bn R3.7bn YoY growth 2.5% 7.7% YoY growth 6.1% 84.2% Margin
Slide 36: Revenue Diversification Strengthened by CEC Combination
Revenue Diversification Strengthened by CEC Combination The Combination of CEC Expected to Add Scale and a Higher Contribution of Equipment Revenue to a Stabilised Base of Service Revenue 120 .0% Cell C net revenue (R’m) Bridge to pro forma Group net revenue (R’m) Revenue contribution by segment (%)
Slide 37: Strategic Shift to Optimise Value from Cell C’s Subscriber Base
Strategic Shift to Optimise Value from Cell C’s Subscriber Base Core Focus on Customer Base Management and MVNO Partnerships Subscriber numbers1,2 (‘m) and subscriber growth (%) on a quarterly basis QoQ 20.0 ▪ The MVNO strategy has demonstrated its success to date through Growth MVNO 1.4% 2.5% 2.6%
Slide 38: Steady Growth in ARPU Performance
Steady Growth in ARPU Performance ARPU is a Healthy Comparative against the Local Market, following Consistent ARPU Growth across the Prepaid and Postpaid Customer Base Postpaid, prepaid and blended ARPU (R) and ARPU growth (%)2 Peers (quarter ended June 2025)3 On a blended basis, Cell C is in line
Slide 39: Pro Forma EBITDA Underscores Improving Profitability
Pro Forma EBITDA Underscores Improving Profitability Historic Growth in the Cell C EBITDA Base, Strengthened through the Restructure and the Combination of CEC Cell C EBITDA (R’m) Bridge to pro forma Group 2025 EBITDA (R’m) YoY 53.6% 6.1% 84.2%2 Growth 6 566 7 8 2 5 3,500 1 Excludes 187 3 487 566 3,
Slide 40: Capex-light Business Model Delivers Growing EBIT
Capex-light Business Model Delivers Growing EBIT Improving EBIT Representative the Group’s Capex-light Operating Model with Meaningfully Lower Depreciation and Amortisation Cell C EBIT (R’m) Bridge to pro forma Group 2025 EBIT2 (R’m) YoY 106.0%3 684.2% 13.4% Growth 565 2,901 2,500 187 487 2,371 (33)
Slide 41: Capex-light Business Model Yields EBIT Margins Comparable to Peers
Capex-light Business Model Yields EBIT Margins Comparable to Peers Margins are Enhanced through the Restructure and Combination of CEC EBITDA margin relative to peers2,3 Cell C Local peers International peers 45. 0% 39.7% 37.3% 40. 0% 36.7% 36.6% 35.1% 35. 0% 32.8% 37.4% 30. 0% 22.8% 25.2% 25. 0% 18
Slide 42: Unique Operating Model Propelling Growth and Returns
Unique Operating Model Propelling Growth and Returns Pioneering Network Strategy Translates to a Notably Lower Capex Intensity Relative to Sector Peers Capex (R’m) Total invested capital R6.1bn ROIC1 57.3% (2025 Group pro forma) Period ended 31 December Period ended 31 May 1,200 1,000 ▪ In July 2021
Slide 43: Debt Evolution to Position the Business for Long-term Growth
Debt Evolution to Position the Business for Long-term Growth The Pre-listing Restructuring of the Business Materially Strengthens the Financial Position, with a Material Reduction in Interest Bearing and Lease Liabilities Gross debt1 (R’m) 1 1,699 1 Elimination of intercompany interest- 2 bearing lo
Slide 44: Progression of Equity to a Positive Balance
Progression of Equity to a Positive Balance The Group Pre-IPO Restructure Complemented by the Combination of CEC, Ensures a Robust Balance Sheet Ahead of a Potential IPO Equity (R’m) 1 2 3 4 1 565 272 Waiver of balance owing in relation to the 3,194 settlement of lease provider / sundry (33) (15) (2
Slide 45: Sustainable Free Cash Flow as a Result of the Operating Model
Sustainable Free Cash Flow as a Result of the Operating Model Cell C has Enhanced its Ability to Deliver Free Cash Flow From Operations Over the Period Standalone Cell C free cash flow from operations Standalone Cell C bridge to free cash flow from cash generated from operations for the conversion (
Slide 46: Other Financial Items for Consideration
Other Financial Items for Consideration Intercompany ▪ Blu Label will remain a significant shareholder and trusted partner of the Group going forward transactions with ▪ All transactions between the Group and Blu Label are currently and will going forward be conducted on an arm’s length basis Blu La
Slide 47: Capital Expenditure Focused on Strategic Growth
Capital Expenditure Focused on Strategic Growth Cell C Holdings is Committed to Directing the Majority of its Capex Towards Expansionary Initiatives, Ensuring Sustainable Growth for the Future Capex allocation (FY2025) Capital deployment Other 13% ▪ New billing platform Business Expansionary support
Slide 48: Basis of Preparation
Basis of Preparation Financial Reporting Framework Basis of preparation1 • Consolidated financial statements prepared under IFRS on a going concern basis • All financial information shown for the reporting period begins on 1 June and ends on 31 May, unless stated otherwise 1. Reporting period inform
Slide 49: Ongoing Financial Disclosure
Ongoing Financial Disclosure Disclosure Strategy Going Forward, including Financial Metrics and KPIs on an IFRS and Non-IFRS basis Ongoing financial disclosure KPIs Financial Metrics Service1 Equipment Group Operational KPIs Service1 Equipment Group Net revenue ✓ ✓ ✓ Subscriber numbers and growth ✓
Slide 50: Legal Disclaimer
Legal Disclaimer Confidentiality Notice: THIS PRESENTATION AND ITS CONTENTS ARE STRICTLY CONFIDENTIAL AND ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES (EXCEPT TO A LIMITED NUMBER OF QIBS (AS DEFINED BELOW)), AUSTR
Slide 51: Legal Disclaimer
Legal Disclaimer Financial information The Information is subject to updating, revision, amendment, verification, correction, completion and change without notice. In providing access to the Information, none of BLU, the Cell C Group, the Banks or any of their respective Representatives or any other
Slide 52: Thank You!
Thank You! 52