Announcement • Jul 14

Jazz International Holding Limited completed the acquisition of 69.75% stake in TPL Insurance Limited (KASE:TPLI) from TPL Corp Limited (KASE:TPL).

Jazz International Holding Limited expressed its intention to acquire 69.75% stake in TPL Insurance Limited (KASE:TPLI) from TPL Corp Limited (KASE:TPL) for PKR 4.2 billion on September 4, 2025. As of March 5, 2026, Jazz International Holding Limited has entered into a Share Purchase Agreement to acquire 69.66% stake in TPL Insurance Limited (KASE:TPLI) from TPL Corp Limited and control of, TPL Insurance Limited. In a related transaction, TPL Corp Limited will acquire approximately a 32% stake in TPL Insurance Limited from DEG and Finnfund and will subsequently sell a portion of this stake through the transaction. On September 8, 2025, the transaction has been approved by the board of TPL Corp Limited. As of December 17, 2025, The board of directors of TPL Corp Limited has granted final approval for the transaction and approved entering into a share purchase agreement the completion remain subject to obtaining all requisite approvals under applicable laws. As of February 11, 2026, the Securities and Exchange Commission of Pakistan (SECP) has approved the acquisition of a controlling stake in TPL Insurance Limited by Jazz International Holding Limited. This partnership between a digital insurer and a major digital operator is expected to increase insurance penetration and foreign investment. The SECP's facilitation of this deal aligns with the goals to foster a transparent, efficient, and investor-friendly environment that encourages both domestic and will bring foreign investment. The transaction is subject to approval by regulatory board / committee, approval of merger agreement by target board, consummation of due diligence investigation and definitive agreement. As of March 6, 2026, the completion of the transaction remains subject to satisfaction of certain conditions, including obtaining of requisite regulatory approvals and satisfaction of the public offer process by the Acquirer under the terms of the Securities Act, 2015. the transaction is expected to close in mid-2026. As of March 8, 2026, the transaction remains subject to clearance from the Competition Commission of Pakistan (CCP) and is expected to close during Q2 2026. As of April 14, 2026 VEON Ltd. a global digital operator, today announced that the Competition Commission of Pakistan (“CCP”) has authorized the acquisition of TPL Insurance Limited (“TPL Insurance”) by its subsidiary Jazz International Holding Limited. The transaction remains subject to customary closing conditions and is expected to close in mid-2026. Arif Habib Limited acted as financial advisor for Jazz International Holding Limited. Jazz International Holding Limited completed the acquisition of 69.75% stake in TPL Insurance Limited (KASE:TPLI) from TPL Corp Limited (KASE:TPL) on July 14, 2026.

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