
Message from our Chairman
The defining achievement of the year was the successful restructuring of Cell C’s balance sheet and our subsequent listing on the JSE on 27 November 2025. This was a transformational milestone that marked the culmination of several years of hard work and laid the foundation for Cell C’s future growth and sustainability.
The journey to listing was the result of more than three years of planning, stakeholder engagement and strategic refinement. The balance sheet restructuring was also not an isolated event but the result of a broader multi-year transformation programme. Initial restructuring proposals were presented to shareholders as early as 2023, with extensive engagement, consultation and refinement taking place before the final transaction was implemented in 2025. This required close collaboration between the Board, management, shareholders and external advisers. The Board worked with management and shareholders to implement the complex restructuring programme while balancing stakeholders’ interests and creating a sustainable, future-ready capital structure. Particular attention was given to ensuring fairness and transparency throughout the process, with support from independent advisers and robust governance oversight.
Throughout this process, management clearly articulated Cell C’s transformation story and built confidence among investors and other stakeholders. One of the most important achievements underpinning our successful listing was investors’ recognition of the significant transformation that had already occurred at Cell C. Under the leadership of a new executive team, Cell C re-engineered its operating model, enhanced governance and embedded a high-performance culture. Management demonstrated to investors that the transformation extended beyond the company’s capital structure and reflected fundamental changes in leadership, culture, operational discipline and strategic execution.
The listing required extensive regulatory preparation, including fulfilling JSE listings requirements and completing the necessary legal, governance and regulatory processes. The company entered the listing process with well-established governance structures, mature operational capabilities and an experienced leadership team capable of operating effectively in a listed environment. Together, our strengthened balance sheet and listing have positioned Cell C to pursue its strategic objectives with greater financial flexibility, enhanced credibility and renewed stakeholder confidence.
Challenging conventional market dynamics
The year under review unfolded against a challenging macroeconomic backdrop characterised by subdued local economic growth, persistent cost-of-living pressures, elevated unemployment and continued pressure on household and business spending. The world has also experienced rising geopolitical tensions, which have affected inflation and supply chains. These conditions, coupled with rapid technological change, an evolving regulatory landscape and intense competition within our sector, continue to reshape the industry and reinforce the need for agility, innovation and disciplined capital allocation.
Cell C operates in a mature telecommunications market with well-established incumbents, evolving customer expectations, a high level of regulation, rapid technological change, and pressure on pricing and margins. In this environment, Cell C has disrupted conventional perceptions regarding market structure and the opportunities available to smaller operators. This is evident in our 2026 financial results, with revenue growing 14% to R12 641 million and EBITDA expanding by > 100% to R5 509 million.
Today, scale and extensive network ownership are no longer the critical determinants of success. Our multi-operator core network (MOCN) infrastructure-sharing arrangement and mobile virtual network operator (MVNO) strategy have allowed us to expand our reach, diversify revenue streams and participate in growth segments without the capital intensity traditionally associated with network expansion. Importantly, MOCN has significantly improved the customer connectivity experience, as verified by independent analysis.
While challenges remain, including those related to constrained consumer spending, we believe that significant opportunities exist to drive sustainable growth through its differentiated operating model, partnership-led approach and ability to respond to evolving market dynamics. We are well-positioned to build on the momentum achieved in recent years and capture opportunities arising from ongoing changes within the telecommunications landscape.
Building an unstoppable culture
Cell C has cultivated a culture that combines performance, purpose and people-centred leadership, providing a strong foundation for our continued growth.
Under our CEO, Jorge Mendes, Cell C has fostered a culture characterised by openness, authenticity, accountability and a genuine commitment to its people. The leadership team created a more inclusive organisation where all employees feel valued, respected and connected to our purpose and strategic objectives.
A defining feature of the culture is its emphasis on approachability. Traditional barriers have been reduced, creating an environment where leaders are visible, accessible and engaged with employees. This has strengthened trust and reinforced a sense of shared ownership in Cell C’s transformation journey. A renewed sense of trust is evident in higher levels of employee engagement, as independently measured by our employee net promoter score (eNPS), which rose from -3 to +34 in one year.
Importantly, Cell C’s culture is underpinned by a strong commitment to fairness and recognition. Employees take ownership, collaborate effectively and deliver results, while leadership remains focused on ensuring that their contributions are acknowledged and talent is developed and rewarded appropriately.
Strengthening governance for a new era
The Board undertook an independent evaluation of its effectiveness as part of its commitment to continuous improvement. The review assessed the Board’s independence, composition and governance practices against recognised benchmarks and leading practices. The evaluation confirmed that the Board operates effectively and fulfils its responsibilities as the governing body of a listed public company. The Board will regularly undertake independent effectiveness evaluations to support ongoing improvement and accountability of its governance framework.
In April 2026, we announced the formation of the Investment and Special Transactions Committee (Investment Committee) to review, approve and recommend to the Board material capital allocation proposals, acquisitions, disposals, investments and special transactions that materially affect the company’s capital structure, risk profile or long-term shareholder value. The committee has created a forum for the company to better evaluate opportunities as they emerge.
Building leadership continuity
Cell C has a structured and proactive approach to succession planning, recognising the importance of leadership continuity and internal talent development. There is a formal succession planning framework in place for the CEO and all EXCO positions. This framework identifies potential successors for critical leadership roles, assesses their readiness to assume those positions and highlights any development actions required.
Succession plans are regularly reviewed by the Remuneration Committee and the Nomination and Corporate Governance Committee, providing oversight of leadership pipelines, talent development and organisational continuity. The framework considers both immediate and longer-term succession requirements and is supported by targeted development initiatives to ensure that high-potential employees are equipped to assume key roles when required.
The Board has a considered approach to succession planning to ensure continuity and effectiveness across the Board and its committees. While the Board is satisfied that appropriate succession arrangements are in place for key leadership positions, including committee chair roles and the Board Chairman, it continues to review the mix of skills, experience and perspectives represented on the Board to support its long-term effectiveness and evolving governance requirements.
The next strategic horizon
Our strategy, executed between 2023 and 2026, created the stability to reset the business. As we move into our next strategic horizon to 2030, our strategy seeks to embed our position as South Africa’s most agile, customer-led, capital-efficient connectivity platform. Here, our growth is underpinned by a diversified platform spanning four lines of business: Prepaid, Postpaid, Wholesale and Other revenue (including Enterprise).
We are prioritising the expansion of our Enterprise offerings, a segment in which Cell C has historically had a limited presence, but we see significant opportunities. Our MVNO business is a strong growth driver, supported by increasingly mature partnerships and an exciting pipeline of opportunities. Cell C will protect and grow its prepaid customer base through enhanced offerings and the continued digitalisation of products and customer channels.
In parallel, Cell C is strengthening its postpaid proposition by improving customer experience, service delivery and product integration. The growth of our Postpaid business is supported by the integration of CEC, which we acquired in November 2025, allowing Cell C to take full control of its Postpaid operations, customer contracts, and handset supply chain.
As a listed public company with a stronger balance sheet and greater financial flexibility, Cell C can now accelerate its technology investments to support its growth ambitions and operational efficiency. Our previous capital structure and financial constraints limited our ability to pursue these investments on optimal terms. Cell C often had to rely on vendor-funded technology solutions, in which the provision of technology and financing was closely linked. While these arrangements enabled access to critical systems, they did not provide the most cost-effective outcomes. With improved financial flexibility, we can evaluate technology solutions independently of funding considerations, enabling us to select the most appropriate technologies and secure funding on competitive terms. This stronger negotiating position will reduce the cost of technology acquisition and provide greater flexibility to support our digital evolution.
The Board’s priority for 2027 will be supporting management in translating strategy into operational and financial performance. We have full confidence in the strategy; successfully executing our strategic priorities and achieving our performance targets will create a strong platform for Cell C’s continued growth and long-term success. Financial performance and robust cash generation will position Cell C to pay its maiden dividend in the foreseeable future, in line with its stated dividend policy and capital allocation framework. This would be a critical milestone as a listed public entity and broaden our appeal to a wider investor base. In parallel, we will support management in telling the Cell C story, strengthen governance and broaden the Board’s skills.
Thank you
I would like to express my sincere appreciation to all those who contributed to Cell C’s transformation and successful listing.
My thanks go to our CEO and his executive leadership team, whose commitment, resilience and disciplined execution have been instrumental in positioning Cell C for long-term success. Their leadership throughout the listing process and their engagement with stakeholders built confidence in Cell C’s future and contributed significantly to the successful outcome achieved. To our employees, I extend my sincere gratitude for embracing Cell C’s purpose and for their commitment to serving our customers and supporting the business’s transformation.
I also thank my fellow Board members for their dedication and support. The listing process required extensive oversight and careful consideration of complex matters. The Board approached these responsibilities with diligence and a commitment to acting in the best interests of the company and its stakeholders. Despite its relatively small size, the Board demonstrated exceptional cohesion and effectiveness in guiding Cell C through this important milestone.
Finally, I would like to acknowledge our shareholders’ ongoing confidence in Cell C. In particular, I wish to recognise the Blu Label Unlimited Group, whose belief in the company’s long-term potential remained unwavering throughout our transformation journey. Their support, together with that of our broader shareholder base, has been invaluable in helping Cell C reach this significant milestone.
On behalf of the Board, I thank all our stakeholders for their trust, support and partnership as we embark on this exciting new chapter in Cell C’s journey.

Joe Mthimunye
Chairman
30 September 2026
