Vantage Towers AG · 2021. 3. 15. · Vantage Towers AG Düsseldorf, Germany Price Range: EUR 22.50...

Prospectus dated March 8 2021

Prospectus

for the public offering

in the Federal Republic of Germanyof

88888889 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdingsof the Existing Shareholder of

22222222 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdingsof the Existing Shareholder with the number of shares to be actually placed with investors subject to the exercise ofan Upsize Option upon the decision of the Existing Shareholder in agreement with the Joint Global Coordinators on

the date of pricing and of

13333333 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdingsof the Existing Shareholder in connection with a possible over-allotment

and at the same time

for the admission to trading on the regulated market (regulierter Markt) of the FrankfurtStock Exchange (Frankfurter Wertpapierboumlrse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime

Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)of

505782265 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) (existing sharecapital) each such share with a notional value of EUR 100 in the Companyrsquos share capital

and full dividend rights as of April 1 2020

of

Vantage Towers AGDuumlsseldorf Germany

Price Range EUR 2250 ndash EUR 2900International Securities Identification Number (ISIN) DE000A3H3LL2German Securities Code (Wertpapierkennnummer WKN) A3H 3LL

Common Code 230832161Ticker Symbol VTWR

Joint Global Coordinators

BofA Securities Morgan Stanley UBS

Joint Bookrunners

Barclays Berenberg BNP PARIBASDeutsche Bank Goldman Sachs Jefferies

TABLE OF CONTENTS

Page

I SUMMARY OF THE PROSPECTUS S-1II ZUSAMMENFASSUNG DES PROSPEKTS S-81 RISK FACTORS 111 Risks Related to the Grouprsquos Business and Industry 112 Legal Regulatory and Tax Risks 1313 Risks Related to the Grouprsquos Separation from Vodafone 1614 Risks Related to the Shares and the Listing 202 GENERAL INFORMATION 2321 Responsibility for the Contents of this Prospectus 2322 Purpose of this Prospectus 2423 Validity of this Prospectus 2424 Forward-Looking Statements 2425 Presentation of Financial Information 2526 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a

Pro Forma Basis 3027 INWIT Public Disclosure 3228 Cornerstone Financial Information 3229 Negative Numbers and Rounding 32210 Note on Currency 32211 Sources of Market Data 33212 Documents Available for Inspection 34213 Time Specifications 35214 Enforcement of Civil Liabilities 353 REORGANIZATION 3631 German Reorganization 3832 The Acquisition of the Towers Business (Other than the German Towers Business) by

the Company from VEBV 3933 Change of the Legal Form of the Company 4234 Acquisition of the Remaining 38 of Vantage Towers Greece by CTHC 424 THE OFFERING 4341 Subject Matter of the Offering 4342 Price Range Offer Period Offer Price and Allotment and Payment 4443 Expected Timetable for the Offering 4544 Information on the Shares 4645 Identification of Target Market 4746 Transferability of Shares and Lock-Up 4747 Existing Shareholder 4848 Allotment Criteria 4849 Cornerstone Investment 48410 Irrevocable Investment 48411 Stabilization Measures Over-Allotments and Greenshoe Option 48412 Lock-Up Agreement and Limitations on Disposal 49413 Admission to the Frankfurt Stock Exchange and Commencement of Trading 50414 Designated Sponsors 50415 Interests of Parties Participating in the Offering 515 PROCEEDS OF THE OFFERING AND COSTS OF THE OFFERING AND LISTING 526 REASONS FOR THE OFFERING AND LISTING AND USE OF PROCEEDS 537 DILUTION 548 DIVIDEND POLICY 5581 General Provisions Relating to Profit Allocation and Dividend Payments 5582 Dividend Policy 569 CAPITALIZATION INDEBTEDNESS AND STATEMENT ON WORKING CAPITAL 5791 Capitalization 5792 Indebtedness 5893 Indirect and Contingent Indebtedness 5894 Statement on Working Capital 58

i

Page

95 No Significant Change 5810 UNAUDITED PRO FORMA FINANCIAL INFORMATION 60101 Introduction 60102 Historical Financial Information Included in the Unaudited Pro Forma Financial

Information 61103 Basis of Preparation 62104 Pro Forma Assumptions 63105 Pro Forma Consolidated Income Statement of the Group for the Twelve Months Ended

March 31 2020 66106 Pro Forma Consolidated Income Statement of the Group for the Nine Months Ended

December 31 2020 73107 Pro Forma Consolidated Statement of Financial Position of the Group as of

December 31 2020 82108 Examination Report 8311 NON-IFRS MEASURES ON A COMBINED BASIS 85111 Summary 85112 Reconciliation of Non-IFRS Measures 86113 Segmental Non-IFRS Measures on a Combined Basis 88114 Reconciliations of Segmental Non-IFRS Measures on a Combined Basis 8912 ALTERNATIVE PERFORMANCE MEASURES ON A PRO FORMA BASIS 92121 Summary 92122 Reconciliation of Alternative Performance Measures on a Pro Forma Basis 93123 Segmental Alternative Performance Measures on a Pro Forma Basis 96124 Reconciliations of Segmental Alternative Performance Measures on a Pro Forma Basis 97125 Consolidated Income Statements of the Group on a Pro Forma Basis by Segment 99126 Revenue Breakdown by Customer for the Twelve Months ended March 31 2020 on a

Pro Forma Basis 10413 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS 105131 Overview 105132 Overview of the Grouprsquos Combined Financial Performance 105133 The Vantage Towers Condensed Combined Interim Financial Statements 106134 Segment Reporting 108135 The Vantage Towers Business Model 108136 Key Factors Affecting the Grouprsquos Results of Operations 111137 Results of OperationsmdashCombined Income Statement 118138 Discussion of Combined Statement of Financial Position 122139 Liquidity and Capital Resources 1231310 Pension Liabilities 1261311 Financial Liabilities Contingent Liabilities and Commitments 1271312 Quantitative and Qualitative Disclosures about Financial Risk Management 1271313 Critical Accounting Policies 1271314 Additional Information regarding the Audited Unconsolidated Financial Information 12714 PROFIT FORECAST 129141 Basis of Preparation 129142 Definitions 130143 Profit Forecast for Vantage Towers 131144 Underlying Principles 131145 Factors Beyond the Grouprsquos Control and Related Assumptions 131146 Factors that can be Influenced by the Group and Related Assumptions 133147 Other Explanatory Notes 13415 INDUSTRY OVERVIEW 135151 Services 135152 Tower Landscape 135153 Key Drivers of Growth 137154 Markets 14116 BUSINESS 155161 Overview 155

ii

Page

162 Key Strengths 156163 Strategy 162164 Overview of the Grouprsquos Segments 170165 The Grouprsquos Site Portfolio 176166 Services 180167 Customers 181168 Tenancies 184169 National Sharing Arrangements 1861610 Ground and Rooftop Leases 1871611 Operating Model 1881612 Organizational Design 1911613 Employees and Contractors 1941614 Real Property 1961615 Intellectual Property 1961616 Legal Proceedings 1961617 Insurance 1971618 Compliance and Risk Management 1971619 Risk Management 1971620 Environmental Social and Governance 1981621 Material Agreements 20017 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 207171 Material Contracts between the Vantage Towers Group and the Vodafone Group 207172 Transactions with Related Parties in the Past 22018 REGULATORY ENVIRONMENT 221181 Telecommunications Regulation 221182 Other Laws and Regulations 22219 INFORMATION ON THE COMPANYrsquoS EXISTING SHAREHOLDER 224191 Current Shareholder 224192 Controlling Interest 22420 GENERAL INFORMATION ON THE GROUP 225201 Formation Incorporation History and Share Capital 225202 Commercial Name Registered Office and Legal Entity Identifier 225203 Financial Year and Duration 226204 Corporate Purpose 226205 Group Structure 226206 Significant Subsidiaries 227207 Auditor 228208 Announcements and Paying Agent 22821 DESCRIPTION OF SHARE CAPITAL 229211 Current Share Capital and Shares 229212 Development of the Share Capital 229213 Authorized Capital 229214 Conditional Capital 230215 Authorization to Issue Convertible Bonds andor Warrant Bonds Profit Participation

Rights or Participating Bonds 231216 Authorization to Purchase and Use Treasury Shares 232217 General Provisions Governing a Liquidation of the Company 236218 General Provisions Governing a Change in the Share Capital 236219 General Provisions Governing Subscription Rights 2372110 Exclusion of Minority Shareholders 2382111 Shareholder Notification Requirements Mandatory Takeover Bids and Managersrsquo

Transactions 2392112 Mandatory Offers 2412113 Transactions Undertaken for the Account of a Person with Management Duties 2412114 Post-Admission Disclosure Requirements 2412115 EU Short Selling Regulation (Ban on Naked Short Selling) 24222 GOVERNING BODIES 243221 Overview 243

iii

Page

222 Management Board 245223 Supervisory Board 251224 Certain Information Regarding the Members of the Management Board and

Supervisory Board Conflicts of Interest 259225 General Meeting 259226 Corporate Governance 26023 UNDERWRITING 262231 General 262232 Underwriting Agreement 262233 Commission 263234 Securities Loan and Greenshoe Option 263235 Termination and Indemnification 263236 Selling Restrictions 26424 TAXATION IN THE FEDERAL REPUBLIC OF GERMANY 266241 Taxation of the Company 266242 Taxation of Shareholders 26725 FINANCIAL INFORMATION F-126 GLOSSARY G-127 RECENT DEVELOPMENTS AND OUTLOOK R-1271 Recent Developments R-1272 Outlook R-1

iv

I SUMMARY OF THE PROSPECTUS1 Introduction containing warningsThis prospectus (the ldquoProspectusrdquo) relates to the public offering in the Federal Republic of Germany (ldquoGermanyrdquo) ofordinary registered shares with no par value (Namensaktien ohne Nennbetrag) International Securities IdentificationNumber (ldquoISINrdquo) DE000A3H3LL2 of Vantage Towers AG Legal Entity Identifier (ldquoLEIrdquo) 213800BBQO965UPQ7J59with its registered business address at Prinzenallee 11ndash13 40549 Duumlsseldorf Germany (telephone +49 211 617120website wwwvantagetowerscom) (the ldquoCompanyrdquo) and the admission of the entire issued share capital of the Companycomprising 505782265 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) to trading on theregulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)(ldquoAdmissionrdquo)The shares of the Company will be offered by BofA Securities Europe SA 51 rue La Boeacutetie 75008 Paris FranceLEI 549300FH0WJAPEHTIQ77 (ldquoBofA Securitiesrdquo) Morgan Stanley Europe SE Groszlige Gallusstraszlige 18 60312 Frankfurtam Main Germany LEI 54930056FHWP7GIWYY08 (ldquoMorgan Stanleyrdquo) and UBS AG London Branch 5 BroadgateLondon EC2M 2QS United Kingdom LEI BFM8T61CT2L1QCEMIK50 (ldquoUBSrdquo and together with BofA Securities andMorgan Stanley the ldquoJoint Global Coordinatorsrdquo and each a ldquoJoint Global Coordinatorrdquo) and Barclays BankIreland Plc One Molesworth Street Dublin 2 Ireland D02 FR29 LEI 2G5BKIC2CB69PRJH1W31 Joh BerenbergGossler amp Co KG Neuer Jungfernstieg 20 20354 Hamburg Germany LEI 529900UC2OD7II24Z667 BNP PARIBAS16 boulevard des Italiens 75009 Paris France LEI R0MUWSFPU8MPRO8K5P83 Deutsche Bank AktiengesellschaftMainzer Landstraszlige 11ndash17 60329 Frankfurt am Main Germany LEI 7LTWFZYICNSX8D621K86 Goldman Sachs BankEurope SE Marienturm Taunusanlage 9ndash10 60329 Frankfurt am Main Germany LEI 8IBZUGJ7JPLH368JE346 andJefferies GmbH Bockenheimer Landstraszlige 24 60323 Frankfurt am Main Germany LEI 5493004I3LZM39BWHQ75 (theldquoJoint Bookrunnersrdquo and each a ldquoJoint Bookrunnerrdquo and together with the Joint Global Coordinators theldquoUnderwritersrdquo) The Company will apply for Admission together with Morgan Stanley which is acting as listing agentThis Prospectus is dated March 8 2021 and has been approved by the German Federal Financial Supervisory Authority(Bundesanstalt fuumlr Finanzdienstleistungsaufsichtmdashthe ldquoBaFinrdquo) on March 8 2021 in accordance with Art 20 para 2 ofRegulation (EU) 20171129 The BaFin can be contacted at Marie-Curie-Str 24ndash28 60439 Frankfurt am Main Germanyby telephone +49 228 4108-0 or via its website wwwbafindeThis summary should be read as an introduction to this Prospectus Any decision to invest in the shares of the Companyshould be based on a consideration of this Prospectus as a whole by an investor Investors in the shares of the Companycould lose all or part of their invested capital Where a claim relating to the information contained in this Prospectus isbrought before a court the plaintiff investor might under national law have to bear the costs of translating this Prospectusbefore the legal proceedings are initiated Civil liability attaches only to those persons who have tabled the summaryincluding any translation thereof but only where the summary is misleading inaccurate or inconsistent when read togetherwith the other parts of the Prospectus or where it does not provide when read together with the other parts of theProspectus key information in order to aid investors when considering whether to invest in such securities

2 Key information on the issuer21 Who is the issuer of the securities211 Issuer informationVantage Towers AG is incorporated as a German stock corporation (Aktiengesellschaft) governed by German law TheCompanyrsquos registered office (Sitz) is in Duumlsseldorf Germany and it is registered with the commercial register(Handelsregister) of the local court (Amtsgericht) of Duumlsseldorf Germany under HRB 92244 The Company can becontacted at its registered business address Prinzenallee 11ndash13 40549 Duumlsseldorf Germany by telephone +49 211617120 or via its website wwwvantagetowerscom The Companyrsquos LEI is 213800BBQO965UPQ7J59 The Company isthe ultimate parent company of the Group (as defined in the following paragraph) which in its current form results from acorporate reorganization pursuant to which (i) the Company acquired Central Tower Holding Company BV (ldquoCTHCrdquo) itssubsidiaries and its 332 shareholding in Infrastrutture Wireless Italiane SpA (ldquoINWITrdquo) on December 17 2020(ii) CTHC acquired Vantage Towers SA (ldquoVantage Towers Greecerdquo) and its subsidiaries on December 22 2020 and(iii) CTHC acquired a 50 shareholding in Cornerstone Telecommunications Infrastructure Limited (ldquoCornerstonerdquo) onJanuary 14 2021Except as otherwise indicated in this Prospectus the terms ldquoVantage Towersrdquo ldquoVantage Towers Grouprdquo and ldquoGrouprdquomean(i) in the case of statements or information in connection with the audited condensed combined interim financial

statements of the Group as of and for the six months ended September 30 2020 the combined group of entities andbusiness activities comprising Vantage Towers GmbH the predecessor entity of the Company (from May 25 2020)Vantage Towers Spain (from March 18 2020) Vantage Towers Czech Republic (from September 1 2020) VantageTowers Portugal (from July 16 2020) and Vantage Towers Ireland (from June 1 2020) (together the ldquoCombined Six-Month Grouprdquo)

(ii) in the case of statements or information in connection with the unaudited condensed combined interim financialstatements as of and for the three months ended December 31 2020 the combined group of entities and businessactivities comprising the Combined Six-Month Group as well as Vantage Towers Hungary (from November 1 2020)Vantage Towers Romania (from November 13 2020) CTHC (from December 17 2020) Vantage Towers Greece fromDecember 22 2020 and the 332 shareholding in INWIT (from November 19 2020) and

(iii) in the case of any other statements or information including all statements made as of the date of this Prospectus theCompany its consolidated subsidiaries and its equity accounted investments in INWIT and Cornerstone (names ofentities in the preceding definition have the meaning given to them in this Prospectus)

S-1

212 Principal activities of the issuerVantage Towers is a leading European mobile telecommunications tower infrastructure operator as measured by scale andgeographic diversification with approximately 82000 Macro Sites1 and approximately 7100 Micro Sites2 across 10markets in nine of which it ranks either first or second by number of Sites3 Vantage Towers has a controlling interest in itsoperations in Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland and a co-controllinginterest in mobile telecommunications towers infrastructure operators in Italy and the United Kingdom In Greece VantageTowers owns 62 of the outstanding share capital of Vantage Towers Greece and expects to acquire the remaining 38seven calendar days after Admission following the triggering of a call option on February 24 2021 In Italy VantageTowers owns 332 of the outstanding share capital of INWIT an Italian public limited company operating approximately22100 Macro Sites and in the United Kingdom Vantage Towers owns 50 of the outstanding share capital of Cornerstonea joint venture company operating approximately 14200 Macro Sites The Grouprsquos principal business is building andoperating mobile telecommunications Sites in order to provide space energy management and related services to customersthat in turn provide mobile voice data and other services to end-users The Grouprsquos portfolio of assets is supported bylong-term contractual commitments with mobile network operators that largely hold investment grade credit ratings whichprovide predictable revenues typically adjusted periodically for inflation This includes master services agreements withsubsidiaries of Vodafone Group Plc (together with its consolidated subsidiaries ldquoVodafonerdquo or the ldquoVodafone Grouprdquo) theleading mobile network operator in Europe by number of mobile subscribers (Source Fitch Solutions) Vantage Towersrsquoassets and operations have mainly been extracted from Vodafone operating companies across Europe and consolidated underthe Companyrsquos ownership In most of Vantage Towersrsquo markets the majority of its tower assets have been developedorganically over three decades Consequently the Company believes that the Grouprsquos international site portfolio is well-integrated benefits from the strategic locations of its Sites and is an attractive potential partner for mobile networkoperators looking to expand or densify their networks The Group has an operating model that delivers committed long-term revenues with regular adjustments that are typically linked to inflation

213 Major shareholdersAs of the date of this Prospectus Vodafone GmbH a company with limited liability (Gesellschaft mit beschraumlnkterHaftung) organized under the laws of Germany (ldquoVodafone Germanyrdquo or the ldquoExisting Shareholderrdquo) is the onlyshareholder of the Company

214 ControlThe Existing Shareholder controls the Company due to its ownership of 100 of its share capital and voting rights in theCompany Vodafone Group Plc indirectly owns 100 of the share capital in the Existing Shareholder and thereforethrough the Existing Shareholder indirectly owns 100 of the voting rights in the Company and therefore is considered tohold a controlling interest in the Company pursuant to the German Securities Acquisition and Takeover Act(Wertpapiererwerbs- und Uumlbernahmegesetz)

215 Management boardThe Companyrsquos management board (Vorstand) has three members Vivek Badrinath (Chief Executive Officer) ThomasReisten (Chief Financial Officer) and Christian Sommer (General Counsel Company Secretary)

216 Auditor of the financial statementsErnst amp Young GmbH Wirtschaftspruumlfungsgesellschaft Boumlrsenplatz 1 50667 KoumllnCologne Germany (ldquoEYrdquo) is theindependent auditor of the Company EY is a member of the German Chamber of Public Accountants(Wirtschaftspruumlferkammer) Rauchstraszlige 26 10787 Berlin Germany

22 What is the key financial information regarding the issuerThe audited condensed combined interim financial statements of the Group as of and for the six months endedSeptember 30 2020 (the ldquoAudited Six-Month Condensed Combined Interim Financial Statementsrdquo) were prepared bythe Company in accordance with International Financial Reporting Standards as adopted by the European Union (ldquoIFRSrdquo)on interim financial reporting (IAS 34) The Audited Six-Month Condensed Combined Interim Financial Statements wereaudited in accordance with Section 317 of the German Commercial Code (Handelsgesetzbuch ldquoHGBrdquo) and in compliancewith German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut derWirtschaftspruumlfer e V (Institute of Public Auditors in Germany) IDW by EY who issued an independent auditorrsquosreport thereon The unaudited condensed combined interim financial statements of the Group as of and for the three monthsended December 31 2020 (the ldquoUnaudited Three-Month Condensed Combined Interim Financial Statementsrdquo) wereprepared in accordance with IFRS on interim financial reporting (IAS 34) Where financial data in the following tables is1 Macro Sites are the physical infrastructure either ground-based or located on the top of a building where communications equipment

is placed to create a cell in a mobile network including Streetworks and Long-Term Mobile Sites For the purposes of this ProspectusldquoStreetworksrdquo means compact and visually discreet monopole masts that are used to provide infill coverage increased capacity orgeneral coverage in urban areas as an alternative to rooftop towers ldquoLong-Term Mobile Sitesrdquo means transportable passiveinfrastructure units with a vertical element capable of hosting active equipment and ldquoSitesrdquo refers to the passive infrastructure onwhich customer equipment used to receive and transmit mobile network signals is mounted as well as its physical location

2 Micro Sites are distributed antenna systems Sites repeater Sites and small cell Sites3 Market positioning data is based on the Companyrsquos own assessment This assessment is derived from the Companyrsquos analysis of a

number of publicly available sources such as a report prepared by TowerXchange titled ldquoTowerXchange Issue 29rdquo dated July 2020and the public filings of other tower companies along with broker reports that have been analyzed by the Company in order to make adetermination as to the Grouprsquos market position in each of the countries in which it operates The Companyrsquos market position analysisis based on the number of Sites the Group INWIT or Cornerstone owns or operates in each of its markets and on what it believes tobe comparable data and necessary adjustments for the other tower companies it has analyzed The Grouprsquos estimated market positionin Spain is based on the number of Sites excluding broadcasting and radio Sites for its competitor Cellnex The Companyrsquos marketposition analysis excludes Micro Sites and transmission Sites which are Sites designed to aggregate backhaul traffic

S-2

labelled ldquoauditedrdquo this means that it has been taken from the Audited Six-Month Condensed Combined Interim FinancialStatements The label ldquounauditedrdquo is used in the following tables to indicate financial data that has not been taken from theAudited Six-Month Condensed Combined Interim Financial Statements but was taken or derived either from the UnauditedThree-Month Condensed Combined Interim Financial Statements or the Companyrsquos accounting records or internalmanagement reporting systems or is based on calculations of figures from the sources mentioned above The pro formaconsolidated income statements of the Group for the twelve months ended March 31 2020 and for the nine months endedDecember 31 2020 and the pro forma consolidated statement of financial position of the Group as of December 31 2020each as accompanied by the related pro forma notes thereto were prepared on the basis of the IDW Accounting PracticeStatement Preparation of the Pro Forma Financial Information (IDW AcPS AAB 1004) (IDWRechnungslegungshinweis Erstellung von Pro Forma Finanzinformationen (IDW RH HFA 1004)) as published by IDW(the ldquoUnaudited Pro Forma Financial Informationrdquo)

Key financial information from the condensed combined interim income statementsSix months ended

September 30 2020Three months endedDecember 31 2020

(audited) (unaudited)(EUR millions)

Revenue 265 211Operating profit 142 108Profit for the period 88 50

Key financial information from the condensed combined interim statements of financial position

As of September 302020

As ofDecember 31

2020(audited) (unaudited)

(EUR millions)Total assets 5706 10414Total equity 3442 5003

Key financial information from the condensed combined interim statements of cash flowsSix months ended



Net cash from operating activities 103 276Net cash used in investing activities (39) (30)Net cash used in financing activities (61) (244)Net increase in cash and cash equivalents 3 3Cash and cash equivalents at beginning of period mdash 3Cash and cash equivalents at end of period 3 6

Key financial information from the pro forma consolidated income statement for the twelve months ended March 31 2020Twelve months ended March 31 2020

Unconsolidatedincome

statement ofVantage

Towers AG

SelectedTowers

Businessfinancial

information(1)

Totalhistoricalfinancial

information

Totalpro forma

adjustments

Pro formaconsolidated

incomestatement

(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)(EUR millions)

Revenue mdash 95 95 850 945Operating profit(loss) mdash (381) (381) 829 448Profit(Loss) for the period mdash (403) (403) 718 314

Note(1) Towers Business refers to the business carried out by Vodafonersquos European tower infrastructure assets in Germany Spain

Portugal the Czech Republic Romania Hungary and Ireland prior to their separation into Vantage Towers

Key financial information from the pro forma consolidated income statement for the nine months ended December 31 2020

Condensedcombinedinterimincome

statementfor the six

months endedSeptember 30

2020


statementfor the threemonths endedDecember 31

2020

Totalcondensedcombinedinterimincome

statementfor the nine

months endedDecember 31

2020

TowersBusinessfinancial

informationfor the nine


2020




2020

Total proforma

adjustments


incomestatement

for the ninemonths endedDecember 31

2020(audited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

(EUR millions)Revenue 265 211 476 14 490 235 725Operating profit(loss) 142 108 250 (72) 178 185 363Profit(Loss) for theperiod 88 50 138 (75) 64 150 214

S-3

Key financial information from the pro forma consolidated statement of financial position as of December 31 2020As of December 31 2020

Condensedcombinedinterim

statement offinancialposition

of the Group

Total proforma

adjustments


interimstatement of

financialposition

(unaudited) (unaudited) (unaudited)(EUR millions)

Total assets 10414 58 10472Total equity 5003 58 5061

23 What are the key risks that are specific to the issuerAn investment in the Companyrsquos shares is subject to a number of risks which are presented in this section If these risksmaterialize individually or together with other circumstances they may have a material adverse effect on the Grouprsquosbusiness financial condition and results of operationsThe following risks are the most material risks specific to the Companybull The Group currently depends and expects to continue to depend on Vodafone Group companies as its primary

customers across its markets for a significant percentage of its revenue If members of the Vodafone Group are unableto meet their obligations to pay sums due under the respective Vodafone master services agreements to which they area party or under new build project or built-to-suit commitments this could have a material adverse effect on theGrouprsquos business financial condition and results of operations

bull The European telecommunications infrastructure industry could experience increased competition in the future ShouldVantage Towers be unable to compete effectively against a variety of other telecommunications infrastructurecompanies this may adversely affect its ability to grow its customer base which in turn would put downward pressureon the Grouprsquos revenue profitability and cash flows in future periods

bull Certain ground leases governing the Grouprsquos use of the land on which its tower assets are located may be subject tonon-renewal renewal on commercially unattractive terms or general disputes with landowners which if they were tooccur to a significant extent could have a material adverse effect on the Grouprsquos margins and profitability and couldhave a negative impact on the Grouprsquos reputation in the markets in which it operates

bull The expansion and development of the Grouprsquos business including through organic growth or strategic acquisitionsinvolves a number of risks and uncertainties that could adversely affect its operating results or disrupt its operations

bull Any material increases in the Grouprsquos primary costs or any failure or inability to achieve planned cost efficienciescould adversely affect the Grouprsquos margins and cash flows

bull New technologies could reduce the use of Site-based mobile services and could make the Grouprsquos business lessdesirable to or necessary for customers If the Group fails to acquire or develop the necessary capabilities andexpertise to match its customersrsquo changing needs this could cause a loss in customers and a reduction in the Grouprsquosresults

bull A reduction in demand for Sites or space on Sites could adversely affect the growth of the Grouprsquos businessbull A weak or uncertain economic environment in the markets in which the Group operates including related fluctuations

in inflation rates could have a material adverse effect on demand for the Grouprsquos services and put pressure on theprices the Group charges for its services or increase the costs it incurs

bull The Grouprsquos main customers use frequencies to propagate their mobile network services Demand for the Grouprsquosservices could be reduced if its customers are unable to maintain or secure such frequencies which could have amaterial adverse effect on the Grouprsquos revenue and consequently its results of operations

bull The Grouprsquos business and that of its customers is subject to evolving laws and regulations including environmentaland tax laws which could restrict the Grouprsquos ability to operate its business generate delays in expansion plans orresult in additional costs

bull Vodafone Group Plc could exert substantial influence on decisions reached by the general meeting and could havediverging interests from those of the Grouprsquos other shareholders

bull The limited availability and comparability of historical financial information related to the Group may make it difficultfor investors to evaluate the Grouprsquos historical performance and future prospects

bull The Unaudited Pro Forma Financial Information may not be representative of the Grouprsquos future results of operationsand financial condition

bull The Group may not realize the potential benefits that it expects to achieve from its separation from Vodafoneincluding the ability to more efficiently utilize its assets and allocate capital If the Group is unable to achieve some orall of these benefits it could have a material adverse effect on the Grouprsquos financial condition and results ofoperations

3 Key information on the securities31 What are the main features of the securities311 Type class par valueThis summary relates to the offering of ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) of theCompany ISIN DE000A3H3LL2 German Securities Code (Wertpapierkennnummer WKN) A3H 3LL Common Code230832161 Ticker Symbol VTWR and the Admission

S-4

312 Number of securitiesAs of the date of this Prospectus the share capital of the Company amounts to EUR 505782265 and is divided into505782265 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) Each share of the Companyrepresents a notional share of EUR 100 in the Companyrsquos share capital All shares of the Company are fully paid up

313 CurrencyThe Companyrsquos shares are denominated in Euro

314 Rights attachedEach share of the Company carries one vote at the Companyrsquos general meeting There are no restrictions on voting rightsThe Companyrsquos shares carry full dividend rights in Euros as of April 1 2020

315 LiquidationIn the event of the Companyrsquos liquidation any proceeds will be distributed to the holders of the Companyrsquos shares inproportion to their interest in the Companyrsquos share capital

316 SeniorityThe shares of the Company are subordinated to all other securities and claims in case of an insolvency of the Company

317 Free transferabilityThe Companyrsquos shares are freely transferable in accordance with the legal requirements for registered shares(Namensaktien) There are no prohibitions on disposals or restrictions on the transferability of the Companyrsquos sharesother than customary lock-up agreements entered into between the Company the Existing Shareholder and theUnderwriters as well as between the Company the Existing Shareholder and Digital Colony a leading digital infrastructureinvestor and operator which agreed to be a cornerstone investor in the Offering

318 Dividend policySubject to the availability of distributable profits (Bilanzgewinn) and legal restrictions with respect to the distribution ofprofits and available funds the Company aims to distribute 60 of the sum of recurring free cash flow and dividendsreceived from INWIT and Cornerstone For the twelve months ending March 31 2021 the Company intends to declare anannual dividend of EUR 280 million (including 60 of INWITrsquos declared dividend for its fiscal year ended December 312020) which it intends to pay in July 2021 Any future determination to pay dividends will be made in accordance withapplicable laws and will depend upon among other factors the Companyrsquos results of operations distributable reservesunder the HGB financial condition contractual restrictions and capital requirements The Companyrsquos future ability to paydividends may be limited by the terms of any existing and future debt instruments or preferred securities

32 Where will the securities be tradedThe Company will apply for admission of the Companyrsquos shares to trading on the regulated market segment (regulierterMarkt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse the ldquoFrankfurt Stock Exchangerdquo) andsimultaneously to the sub-segment thereof with additional post-admission obligations (Prime Standard) Trading in theCompanyrsquos shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) is expected to commence on March 182021

33 What are the key risks that are specific to the securitiesThe Companyrsquos shares have not been publicly traded and there is no guarantee that an active and liquid market for theCompanyrsquos shares will develop or can be maintained Therefore the price of the Companyrsquos shares may be subject tovolatility and investors may not be able to sell the shares at the final Offer Price at a higher price or at all under certaincircumstances

4 Key information on the offer of securities to the public and admission to trading on a regulated market41 Under which conditions and timetable can I invest in this security411 Offer conditionsThe offering of 124444444 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) and with fulldividend rights in Euros as of April 1 2020 (the ldquoOfferingrdquo) consists of (i) 88888889 ordinary registered shares with nopar value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder (the ldquoBase Sharesrdquo)(ii) 22222222 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of theExisting Shareholder (the ldquoAdditional Base Sharesrdquo) with the number of shares to be actually placed with investorssubject to the exercise of an upsize option upon decision of the Existing Shareholder in agreement with the Joint GlobalCoordinators on the date of pricing based on market demand (the ldquoUpsize Optionrdquo) and (iii) 13333333 existing ordinaryregistered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder inconnection with a possible over-allotment (the ldquoOver-Allotment Sharesrdquo and together with the Base Shares and theAdditional Base Shares the ldquoOffer Sharesrdquo) The Existing Shareholder aims to achieve targeted minimum gross proceedsof approximately EUR 2000 million and targeted maximum gross proceeds of approximately EUR 2800 million from theOffering The Existing Shareholder will reduce the final number of shares placed in the Offering if the Offer Price exceedsthe low end of the Price Range The period during which investors may submit purchase orders for the Offer Shares isexpected to commence on March 9 2021 and to expire on March 17 2021 (the ldquoOffer Periodrdquo)

412 Scope of the OfferingThe Offering consists of an initial public offering in Germany and private placements in certain jurisdictions outsideGermany In the United States of America (the ldquoUnited Statesrdquo) the Offer Shares will be offered and sold only to qualified

S-5

institutional buyers (ldquoQIBsrdquo) as defined in Rule 144A under the United States Securities Act of 1933 (the ldquoSecuritiesActrdquo) Outside the United States the Offer Shares will be offered and sold only in offshore transactions in reliance onRegulation S under the Securities Act The Offer Shares have not been and will not be registered under the Securities Actor with any securities regulatory authority of any state or other jurisdiction in the United States

413 Timetable of the OfferingThe anticipated timetable for the Offering which may be extended or shortened and remains subject to change is asfollowsMarch 8 2021 Approval of this Prospectus by BaFinMarch 9 2021 Publication of the approved Prospectus on the Companyrsquos website at

wwwvantagetowerscom under the section wwwvantagetowerscominvestorsipoCommencement of the Offer Period

Application for admission of the Companyrsquos shares to trading on the regulated market segment(regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) with simultaneousadmission to the sub-segment thereof with additional post-admission obligations (Prime Standard) ofthe Frankfurt Stock Exchange

March 17 2021 Expiry of the Offer Period which will occur at (i) 1200 pm (noon) (CET) for private investors and(ii) 200 pm (CET) for institutional investors on the last day of the Offer Period

Admission decision to be issued by the Frankfurt Stock ExchangeDetermination of the offer price (ldquoOffer Pricerdquo) and the final number of shares to be allocated

Publication of the Offer Price in the form of an ad hoc release on an electronic informationdissemination system and on the Companyrsquos website at wwwvantagetowerscom under the sectionwwwvantagetowerscominvestorsipo

March 18 2021 Commencement of trading of the Companyrsquos shares on the Frankfurt Stock Exchange (FrankfurterWertpapierboumlrse)

March 22 2021 Book-entry delivery of the Offer Shares against payment of the Offer Price

414 Price Range and Offer PriceThe price range within which purchase orders may be placed is EUR 2250 to EUR 2900 per Offer Share (ldquoPrice Rangerdquo)The Offer Price and the final number of shares placed in the Offering will be determined at the end of the bookbuildingprocess by the Existing Shareholder after consultation with the Company and the Joint Global Coordinators asrepresentatives of the Underwriters The Offer Price will be set on the basis of the purchase orders submitted by investorsduring the Offer Period that have been collated in the order book prepared during the bookbuilding process

415 Cornerstone investmentDigital Colony a leading digital infrastructure investor and operator has agreed to be a cornerstone investor in the Offeringalongside RRJ Capital a global equity fund based in Singapore Digital Colony and RRJ Capital have undertaken topurchase Offer Shares up to an aggregate maximum purchase price of EUR 500 million and EUR 450 million respectivelysubject to certain customary conditions

416 Irrevocable investmentAffiliates of Crystal Almond Sagraverl have irrevocably undertaken to purchase Offer Shares at the Offer Price for totalconsideration of EUR 100000000 conditional only on the completion of the Offering within 90 days of the intention tofloat announcement related thereto

417 Amendments to the terms of the OfferingThe Existing Shareholder after consultation with the Company and the Joint Global Coordinators as representatives of theUnderwriters reserves the right (i) to increase or decrease the total number of Offer Shares (ii) to increase or decrease theupper limit andor the lower limit of the Price Range andor (iii) to extend or shorten the Offer Period Such changes willnot invalidate any offers to purchase Offer Shares that have already been submitted Under certain customary conditionsthe Joint Global Coordinators on behalf of the Underwriters may terminate the Underwriting Agreement (as definedbelow) even after commencement of trading (Aufnahme des Handels) of the Companyrsquos shares on the regulated marketsegment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) In such case the Offering willnot take place and any allotments already made to investors will be invalidated

418 Stabilization measures over-allotment and Greenshoe OptionTo cover potential over-allotments the Existing Shareholder has agreed to make available up to 13333333 Over-AllotmentShares free of charge in the form of a securities loan In connection with the placement of the Offer Shares MorganStanley acting for the account of the Underwriters will act as the stabilization manager (the ldquoStabilization Managerrdquo) andmay acting in accordance with legal requirements take stabilization measures to provide support for the market price of theCompanyrsquos shares The Stabilization Manager is under no obligation to take any stabilization measures Under the possiblestabilization measures investors may in addition to the Base Shares and the Additional Base Shares be allocated the Over-Allotment Shares as part of the allocation of the Offer Shares The total number of Over-Allotment Shares which may beallotted must not exceed 15 of the number of Base Shares Moreover the Existing Shareholder granted the Underwritersan option to acquire a number of the Companyrsquos shares equal to the number of the allotted Over-Allotment Shares at theOffer Price less agreed commissions (ldquoGreenshoe Optionrdquo) The Stabilization Manager acting for the account of theUnderwriters is entitled to exercise the Greenshoe Option during the stabilization period to the extent Over-AllotmentShares were allocated The number of shares of the Company that can be acquired under the Greenshoe Option is reducedby the number of shares held by the Stabilization Manager on the date when the Greenshoe Option is exercised and thatwere acquired by the Stabilization Manager in the context of stabilization measures

S-6

419 Plan for distributionThe allotment of Offer Shares to private investors and institutional investors will be decided by the Existing Shareholderafter consultation with the Company and the Joint Global Coordinators The decision ultimately rests with the ExistingShareholder

4110 DilutionThe net asset value (total assets less current liabilities and non-current liabilities as shown in the Unaudited Three-MonthCondensed Combined Interim Financial Statements) (the ldquoNet Asset Valuerdquo) of the Company amounted toEUR 50028 million as of December 31 2020 or EUR 989 per share in the Company based on 505782265outstanding shares of the Company immediately prior to the Offering Thus the amount by which the Net Asset Value pershare is below the Offer Price of EUR 2575 per share (based on the mid-point of the Price Range) is EUR 1586(immediate dilution to the new shareholders of the Company per share) or 6159 by which the Net Asset Value per shareis below the Offer Price of EUR 2575 per share (based on the mid-point of the Price Range)

4111 Total expensesThe total costs and expenses related to the Offering of the Offer Shares and the Admission (which include (i) Underwritersrsquocommissions (assuming full payment of both base and discretionary fee) and (ii) other estimated expenses) are estimated toamount to approximately EUR 98 million (assuming the targeted maximum gross proceeds of EUR 2800 million areraised) and EUR 88 million (assuming the targeted minimum gross proceeds of EUR 2000 million are raised)

4112 Expenses charged to InvestorsNone of the expenses incurred by the Existing Shareholder or the Underwriters will be charged to investors but investorswill themselves be required to bear the fees charged by their broker or depositary bank for the purchase and holding ofsecurities

42 Who is the offeror andor the person asking for admission to trading421 OfferorsThe Offering will be made by BofA Securities 51 rue La Boeacutetie 75008 Paris France LEI 549300FH0WJAPEHTIQ77Morgan Stanley Groszlige Gallusstraszlige 18 60312 Frankfurt am Main Germany LEI 54930056FHWP7GIWYY08 UBS 5Broadgate London EC2M 2QS United Kingdom LEI BFM8T61CT2L1QCEMIK50 Barclays Bank Ireland Plc OneMolesworth Street Dublin 2 Ireland D02 FR29 LEI 2G5BKIC2CB69PRJH1W31 Joh Berenberg Gossler amp Co KGNeuer Jungfernstieg 20 20354 Hamburg Germany LEI 529900UC2OD7II24Z667 BNP PARIBAS 16 Boulevard desItaliens 75009 Paris France LEI R0MUWSFPU8MPRO8K5P83 Deutsche Bank Aktiengesellschaft Mainzer Landstraszlige11ndash17 60329 Frankfurt am Main Germany LEI 7LTWFZYICNSX8D621K86 Goldman Sachs Bank Europe SEMarienturm Taunusanlage 9ndash10 60329 Frankfurt am Main Germany LEI 8IBZUGJ7JPLH368JE346 and Jefferies GmbHBockenheimer Landstraszlige 24 60323 Frankfurt am Main Germany LEI 5493004I3LZM39BWHQ75

422 Admission to tradingThe Company will apply for the admission of the Companyrsquos shares to trading together with Morgan Stanley which isacting as listing agent

43 Why is this Prospectus being produced

431 Reasons for the Offering and the ListingThe Company intends to list its entire share capital on the regulated market (regulierter Markt) of the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) as well as on the sub-segment with additional post-admission obligations (PrimeStandard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) The reasons for the Offering and listing are to(i) enable Vantage Towers to gain access to the capital markets and (ii) highlight the intrinsic value in Vantage Towers as acommercially minded dedicated and independent mobile telecommunications tower infrastructure operator

432 Use and Estimated Net Amount of ProceedsThe Company will not receive any proceeds from the sale of the Offer Shares Assuming the targeted minimum grossproceeds of EUR 2000 million for the Existing Shareholder from the Offering the net proceeds to the Existing Shareholderwould amount to approximately EUR 1912 million after deducting the total costs and expenses related to the Offering andthe Admission (which include (i) Underwritersrsquo commissions (assuming the full payment of both a base fee and adiscretionary fee) and (ii) other estimated expenses) of estimated EUR 88 millionAssuming the targeted maximum gross proceeds of EUR 2800 million for the Existing Shareholder from the Offering thenet proceeds to the Existing Shareholder would amount to approximately EUR 2702 million after deducting the total costsand expenses related to the Offering and the Admission (which include (i) Underwritersrsquo commissions (assuming the fullpayment of both a base fee and a discretionary fee) and (ii) other estimated expenses) of estimated EUR 98 million

433 Underwriting AgreementOn March 8 2021 the Company the Existing Shareholder and the Underwriters entered into an underwriting agreementrelating to the offer and sale of the Offer Shares in connection with the Offering (the ldquoUnderwriting Agreementrdquo) TheUnderwriting Agreement also provides that the obligations of the Underwriters are subject to the satisfaction of certainconditions including the execution of a pricing agreement to underwrite and purchase the Offer Shares at the Offer Price Inthe Underwriting Agreement the Existing Shareholder and the Company have agreed to indemnify the Underwriters againstcertain liabilities that may arise in connection with the Offering including liabilities under applicable securities laws

434 Material conflicts of interest pertaining to the OfferingThere are no conflicting interests with respect to the Offering or the Admission

S-7

II ZUSAMMENFASSUNG DES PROSPEKTS

(GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS)

1 Einleitung mit Warnhinweisen

Dieser Prospekt (der bdquoProspektrdquo) bezieht sich auf das oumlffentliche Angebot in der Bundesrepublik Deutschland(bdquoDeutschlandrdquo) von Namensaktien ohne Nennbetrag internationale Wertpapier-Identifikationsnummer(bdquoISINrdquo) DE000A3H3LL2 der Vantage Towers AG Rechtstraumlgerkennung(bdquoLEIrdquo) 213800BBQO965UPQ7J59 Geschaumlftsanschrift Prinzenallee 11ndash13 40549 Duumlsseldorf Deutschland(Telefon +49 211 617120 Website wwwvantagetowerscom) (die bdquoGesellschaftrdquo) und die Zulassung desgesamten ausgegebenen Grundkapitals der Gesellschaft bestehend aus 505782265 Namensaktien ohneNennbetrag zum Handel am regulierten Mark der Frankfurter Wertpapierboumlrse (bdquoZulassungrdquo)

Die Aktien der Gesellschaft werden von BofA Securities Europe SA 51 rue La Boeacutetie 75008 ParisFrankreich LEI 549300FH0WJAPEHTIQ77 (bdquoBofA Securitiesrdquo) Morgan Stanley Europe SE GroszligeGallusstraszlige 18 60312 Frankfurt am Main Deutschland LEI 54930056FHWP7GIWYY08 (bdquoMorganStanleyrdquo) und UBS AG London Branch 5 Broadgate London EC2M 2QS Vereinigtes KoumlnigreichLEI BFM8T61CT2L1QCEMIK50 (bdquoUBSrdquo zusammen mit BofA Securities und Morgan Stanley die bdquoJointGlobal Coordinatorsrdquo und einzeln jeweils ein bdquoJoint Global Coordinatorrdquo) und Barclays Bank Ireland PlcOne Molesworth Street Dublin 2 Irland D02 FR29 LEI 2G5BKIC2CB69PRJH1W31 Joh BerenbergGossler amp Co KG Neuer Jungfernstieg 20 20354 Hamburg Deutschland LEI 529900UC2OD7II24Z667BNP PARIBAS 16 boulevard des Italiens 75009 Paris Frankreich LEI R0MUWSFPU8MPRO8K5P83Deutsche Bank Aktiengesellschaft Mainzer Landstraszlige 11-17 60329 Frankfurt am Main DeutschlandLEI 7LTWFZYICNSX8D621K86 Goldman Sachs Bank Europe SE Marienturm Taunusanlage 9-1060329 Frankfurt am Main Deutschland LEI 8IBZUGJ7JPLH368JE346 und Jefferies GmbH BockenheimerLandstraszlige 24 60323 Frankfurt am Main Deutschland LEI 5493004I3LZM39BWHQ75 (die bdquoJointBookrunnersrdquo einzeln jeweils ein bdquoJoint Bookrunnerrdquo und zusammen mit den Joint Global Coordinators diebdquoKonsortialbankenrdquo) angeboten Die Gesellschaft wird gemeinsam mit Morgan Stanley die als Listing Agentfungiert die Zulassung beantragen

Dieser Prospekt ist auf den 8 Maumlrz 2021 datiert und die Bundesanstalt fuumlr Finanzdienstleistungsaufsicht (diebdquoBaFinrdquo) hat ihn am 8 Maumlrz 2021 gemaumlszlig Art 20 Abs 2 der Verordnung (EU) 20171129 gebilligt Die BaFinist unter der Anschrift Marie-Curie-Straszlige 24-28 60439 Frankfurt am Main Deutschland telefonisch+49 228 4108-0 oder uumlber ihre Website wwwbafinde erreichbar

Diese Zusammenfassung sollte als Einleitung zu diesem Prospekt verstanden werden Anleger sollten sich beider Entscheidung in die Aktien der Gesellschaft zu investieren auf diesen Prospekt als Ganzes stuumltzenAnleger die in die Aktien der Gesellschaft investieren koumlnnten das gesamte angelegte Kapital oder einen Teildavon verlieren Fuumlr den Fall dass vor einem Gericht Anspruumlche aufgrund der in diesem Prospekt enthaltenenInformationen geltend gemacht werden koumlnnte der als Klaumlger auftretende Anleger nach nationalem Recht dieKosten fuumlr die Uumlbersetzung dieses Prospekts vor Prozessbeginn zu tragen haben Zivilrechtlich haften nurdiejenigen Personen die die Zusammenfassung samt etwaiger Uumlbersetzungen vorgelegt und uumlbermittelt habenund dies auch nur fuumlr den Fall dass die Zusammenfassung wenn sie zusammen mit den anderen Teilen desProspekts gelesen wird irrefuumlhrend unrichtig oder widerspruumlchlich ist oder dass sie wenn sie zusammen mitden anderen Teilen des Prospekts gelesen wird nicht die Basisinformationen vermittelt die in Bezug aufAnlagen in die betreffenden Wertpapiere fuumlr die Anleger eine Entscheidungshilfe darstellen wuumlrden

2 Basisinformationen uumlber die Emittentin

21 Wer ist die Emittentin der Wertpapiere

211 Informationen uumlber die Emittentin

Die Vantage Towers AG ist eine Aktiengesellschaft und unterliegt deutschem Recht Die Gesellschaft hat ihrenSitz in Duumlsseldorf Deutschland und ist im Handelsregister des Amtsgerichts Duumlsseldorf Deutschland unterHRB 92244 eingetragen Die Gesellschaft ist unter ihrer Geschaumlftsadresse erreichbar Prinzenallee 11ndash1340549 Duumlsseldorf Deutschland telefonisch +49 211 617120 oder uumlber die Website wwwvantagetowerscomDer LEI der Gesellschaft lautet 213800BBQO965UPQ7J59

Die Gesellschaft ist die oberste Muttergesellschaft der Gruppe (wie im nachstehenden Absatz definiert) die inihrer jetzigen Form aus einer gesellschaftsrechtlichen Neuordnung resultiert nach der (i) die Gesellschaft dieCentral Tower Holding Company BV (bdquoCTHCrdquo) ihre Tochtergesellschaften und ihre 332ige Beteiligung ander Infrastrutture Wireless Italiane SpA (bdquoINWITrdquo) am 17 Dezember 2020 erworben hat (ii) die CTHC die

S-8

Vantage Towers SA (bdquoVantage Towers Griechenlandrdquo) und ihre Tochtergesellschaften am 22 Dezember 2020erworben hat und (iii) die CTHC eine 50ige Beteiligung an der Cornerstone TelecommunicationsInfrastructure Limited (bdquoCornerstoneldquo) am 14 Januar 2021 erworben hat

Sofern nicht anders angegeben bezeichnen in diesem Prospekt die Begriffe bdquoVantage Towersrdquo bdquoVantage-Towers-Grupperdquo und bdquoGrupperdquo

(i) bei Angaben oder Informationen in Verbindung mit dem gepruumlften verkuumlrzten kombiniertenZwischenhalbjahresabschluss der Gruppe fuumlr die sechs Monate zum 30 September 2020 diekombinierte Gruppe von Einheiten und Geschaumlftsaktivitaumlten bestehend aus Vantage Towers GmbH derVorgaumlngergesellschaft der Gesellschaft (ab 25 Mai 2020) Vantage Towers Spanien (ab 18 Maumlrz 2020)Vantage Towers Tschechische Republik (ab 1 September 2020) Vantage Towers Portugal (ab 16 Juli2020) und Vantage Towers Irland (ab 1 Juni 2020) (zusammen die bdquoKombinierte Halbjahresgrupperdquo)

(ii) bei Angaben oder Informationen in Verbindung mit dem ungepruumlften verkuumlrzten kombiniertenZwischenquartalsabschluss fuumlr die drei Monate zum 31 Dezember 2020 die kombinierte Gruppe vonEinheiten und Geschaumlftsaktivitaumlten bestehend aus der Kombinierten Halbjahresgruppe sowie VantageTowers Ungarn (ab dem 1 November 2020) Vantage Towers Rumaumlnien (ab dem 13 November 2020)CTHC (ab dem 17 Dezember 2020) Vantage Towers Griechenland ab dem 22 Dezember 2020 und der332igen Beteiligung an INWIT (ab dem 19 November 2020) und

(iii) bei sonstigen Angaben oder Informationen einschlieszliglich aller Angaben zum Zeitpunkt dieses Prospektsdie Gesellschaft ihre konsolidierten Tochtergesellschaften und ihre nach der Equity-Methode bilanziertenBeteiligungen an INWIT und an Cornerstone (Namen von Gesellschaften in der vorhergehenden Definitionhaben die ihnen in diesem Prospekt zugewiesene Bedeutung)

212 Haupttaumltigkeiten der Emittentin

Vantage Towers ist nach Groumlszlige und geografischer Diversifizierung ein fuumlhrender europaumlischer Betreiber vonMobilkommunikationsfunkturm-Infrastrukturen mit circa 82000 Makrostandorten1 und circa7100 Mikrostandorten2 in 10 Maumlrkten von denen die Gesellschaft in neun dieser Maumlrkte gemessen an derAnzahl der Standorte entweder an erster oder zweiter Stelle steht3 Vantage Towers haumllt eine beherrschendeBeteiligung an ihrem Geschaumlft in Deutschland Spanien Griechenland Portugal der Tschechischen RepublikRumaumlnien Ungarn und Irland sowie eine mitbeherrschende Beteiligung an Mobilkommunikationsfunkturm-Infrastrukturbetreibern in Italien und im Vereinigten Koumlnigreich In Griechenland haumllt Vantage Towers 62 desausstehenden Gesellschaftskapitals an Vantage Towers Griechenland und wird die verbleibenden 38voraussichtlich sieben Kalendertage nach der Zulassung im Anschluss an die Ausloumlsung einer Kaufoption am24 Februar 2021 erwerben In Italien haumllt Vantage Towers 332 des ausstehenden Gesellschaftskapitals anINWIT einer Aktiengesellschaft nach italienischem Recht die ca 22100 Makrostandorte betreibt und imVereinigten Koumlnigreich haumllt Vantage Towers 50 des ausstehenden Gesellschaftskapitals an Cornerstone einemJoint-Venture-Unternehmen das ca 14200 Makrostandorte betreibt Das Hauptgeschaumlft der Gruppe besteht inder Errichtung und dem Betrieb von Mobilkommunikationsstandorten um Flaumlchen Energiemanagement unddamit verbundene Dienstleistungen fuumlr Kunden bereitzustellen die ihrerseits Mobil- Sprach- Daten- undandere Dienstleistungen fuumlr Endnutzer bereitstellen

1 Der Begriff Makrostrandorte bezeichnet die physische Infrastruktur die entweder bodennah oder auf dem Dach eines Gebaumludesinstalliert ist und an die Kommunikationsanlagen zur Einrichtung einer Zelle in einem Mobilfunknetz angebracht werdeneinschlieszliglich Streetworks und auf Dauer angelegte mobile Standorte bdquoStreetworksrdquo im Sinne dieses Prospekts sind kompakte undoptisch unauffaumlllige Einzelmasten die als Alternative zu dachinstallierten Funktuumlrmen verwendet werden um ergaumlnzende Abdeckungerhoumlhte Kapazitaumlt oder allgemeine Abdeckung in staumldtischen Gebieten bereitzustellen Auf Dauer angelegte mobile Standorterdquo sindbewegliche passive Infrastruktureinheiten mit einem vertikalen Element an dem aktive Sendeeinrichtungen angebracht werden koumlnnenbdquoStandorterdquo bezieht sich auf die passive Infrastruktur auf der die Kundengeraumlte zum Empfangen und Senden von Mobilfunksignalenmontiert sind sowie ihren physischen Standort

2 Mikrostandorte sind Standorte fuumlr verteilte Antennensysteme Repeater-Standorte und kleine Zellenstandorte3 Die Daten zur Marktpositionierung basieren auf der eigenen Einschaumltzung der Gesellschaft Diese Einschaumltzung ergibt sich aus der

Auswertung einer Reihe von oumlffentlich zugaumlnglichen Quellen durch die Gesellschaft wie zB einem von TowerXchange erstelltenBericht mit dem Titel bdquoTowerXchange Issue-29rdquo vom Juli 2020 und den oumlffentlichen Einreichungen anderer Funkturmunternehmensowie Broker-Berichten die von der Gesellschaft analysiert wurden um die Marktposition der Gruppe in jedem der Laumlnder in denendie Gruppe taumltig ist zu bestimmen Die Analyse der Marktposition der Gesellschaft basiert auf der Anzahl der Standorte die dieGruppe INWIT oder Cornerstone in jedem ihrer Maumlrkte besitzt oder betreibt und auf den ihrer Meinung nach vergleichbaren Datenund notwendigen Anpassungen hinsichtlich der anderen Funkturmunternehmen die sie analysiert hat Die geschaumltzte Marktposition derGruppe in Spanien basiert auf der Anzahl der Standorte ohne Rundfunk- und Funkstandorte ihres Konkurrenten Cellnex Die Analyseder Gesellschaft zur Marktposition beinhaltet nicht Mikrostandorte und Uumlbertragungsstandorte bei denen es sich um Standorte handeltdie den Backhaul-Verkehr buumlndeln

S-9

Das Bestandsportfolio der Gruppe wird durch langfristige vertragliche Verpflichtungen vonMobilfunknetzbetreibern uumlberwiegend mit Investment-Grade-Rating getragen die zu vorhersehbarenUmsatzerloumlsen fuumlhren mit regelmaumlszligigen Anpassungen an die Inflationsrate Dazu gehoumlren Rahmenvertraumlgefuumlr Dienstleistungen mit Tochtergesellschaften der Vodafone Group-Plc (zusammen mit ihren konsolidiertenTochtergesellschaften bdquoVodafonerdquo oder die bdquoVodafone-Grupperdquo) demmdashgemessen an der Anzahl anMobilfunkkundenmdashfuumlhrenden Mobilfunknetzbetreiber in Europa (Quelle Fitch Solutions)

Die Vermoumlgenswerte und das operative Geschaumlft von Vantage Towers wurden hauptsaumlchlich von Vodafone-Betriebsgesellschaften in ganz Europa uumlbernommen und als Eigentum der Gesellschaft konsolidiert In denmeisten Maumlrkten in denen Vantage Towers taumltig ist wurden die meisten ihrer Funkturmanlagen uumlber dreiJahrzehnte hinweg organisch entwickelt Folglich ist die Gesellschaft der Ansicht dass das internationaleStandortportfolio der Gruppe gut integriert ist von der strategischen Lage ihrer Standorte profitiert und einattraktiver potenzieller Partner fuumlr Mobilfunknetzbetreiber ist die ihre Netze erweitern oder verdichtenmoumlchten

Die Gruppe verfuumlgt uumlber ein Betriebsmodell das verbindliche langfristige Umsatzerloumlse mit regelmaumlszligigenAnpassungen die in der Regel an die Inflationsrate gekoppelt sind liefert

213 Hauptanteilseigner

Zum Datum dieses Prospekts ist die Vodafone GmbH eine nach deutschem Recht bestehende Gesellschaft mitbeschraumlnkter Haftung (bdquoVodafone Deutschlandrdquo oder die bdquoBestehende Aktionaumlrinrdquo) die einzige Aktionaumlrinder Gesellschaft

214 Beherrschung

Die Bestehende Aktionaumlrin beherrscht die Gesellschaft aufgrund ihrer 100-Beteiligung an deren Grundkapitalund an den Stimmrechten der Gesellschaft Die Vodafone Group Plc haumllt indirekt 100 des Stammkapitals derBestehenden Aktionaumlrin und daher uumlber die Bestehende Aktionaumlrin indirekt 100 der Stimmrechte an derGesellschaft und haumllt somit eine beherrschende Beteiligung an der Gesellschaft nach dem Wertpapiererwerbs-und Uumlbernahmegesetz

215 Vorstand

Der Vorstand der Gesellschaft hat drei Mitglieder Vivek Badrinath (Vorstandsvorsitzender (CEO)) ThomasReisten (Finanzvorstand (CFO)) und Christian Sommer (General Counsel Company Secretary)

216 Abschlusspruumlfer

Unabhaumlngiger Abschlusspruumlfer der Gesellschaft ist die Ernst amp Young GmbH WirtschaftspruumlfungsgesellschaftBoumlrsenplatz 1 50667 Koumlln Deutschland (bdquoEYrdquo) EY ist Mitglied der Wirtschaftspruumlferkammer Rauchstraszlige26 10787 Berlin Deutschland

22 Welches sind die wesentlichen Finanzinformationen uumlber die Emittentin

Der gepruumlfte verkuumlrzte kombinierte Zwischenabschluss der Gruppe fuumlr den Sechsmonatszeitraum zum30 September 2020 (der bdquoGepruumlfte Verkuumlrzte Kombinierte Zwischenhalbjahresabschlussrdquo) wurde von derGesellschaft nach den International Financial Reporting Standards fuumlr eine Zwischenberichterstattung (IAS 34)wie sie in der Europaumlischen Union anzuwenden sind (bdquoIFRSrdquo) erstellt Der Gepruumlfte Verkuumlrzte KombinierteZwischenhalbjahresabschluss wurde von EY gemaumlszlig sect 317 HGB in Uumlbereinstimmung mit den vom Institut derWirtschaftspruumlfer e V IDW festgestellten deutschen Grundsaumltzen ordnungsmaumlszligiger Abschlusspruumlfung gepruumlftund der Bestaumltigungsvermerk des unabhaumlngigen Abschlusspruumlfers wurde erteilt Der ungepruumlfte verkuumlrztekombinierte Zwischenabschluss der Gruppe fuumlr den Dreimonatszeitraum zum 31 Dezember 2020 (derbdquoUngepruumlfte Verkuumlrzte Kombinierte Zwischenquartalsabschlussrdquo) wurde nach den IFRS fuumlr eineZwischenberichterstattung (IAS 34) erstellt Wenn die Finanzdaten in den folgenden Tabellen als bdquogepruumlftrdquobezeichnet werden bedeutet dies dass sie aus dem Gepruumlften Verkuumlrzten KombiniertenZwischenhalbjahresabschluss uumlbernommen wurden Die Bezeichnung bdquoungepruumlftrdquo wird in den folgendenTabellen fuumlr Finanzdaten verwendet die nicht aus dem Gepruumlften Verkuumlrzten KombiniertenZwischenhalbjahresabschluss stammen sondern entweder dem Ungepruumlften Verkuumlrzten KombiniertenZwischenquartalsabschluss oder den Buchhaltungsaufzeichnungen oder internen Managementberichtssystemender Gesellschaft entnommen oder daraus abgeleitet wurden oder auf Berechnungen von Zahlen aus den zuvorgenannten Quellen basieren Die konsolidierten Pro-forma-Gewinn- und Verlustrechnungen der Gruppe fuumlr denZwoumllfmonatszeitraum zum 31 Maumlrz 2020 und fuumlr den Neunmonatszeitraum zum 31 Dezember 2020 und die

S-10

konsolidierte Pro-forma Bilanz der Gruppe zum 31 Dezember 2020 jeweils mit den entsprechenden Pro-forma-Erlaumluterungen wurden auf der Grundlage des vom IDW veroumlffentlichten IDWRechnungslegungshinweises Erstellung von Pro-Forma-Finanzinformationen (IDW RH HFA 1004) erstellt(die bdquoUngepruumlften Pro-forma-Finanzinformationenrdquo)

Wesentliche Finanzinformationen aus der verkuumlrzten kombinierten Zwischengewinn- und verlustrechnung

Sechs Monate zum30 September

2020

Drei Monate zum31 Dezember

2020(gepruumlft) (ungepruumlft)(in Mio EUR)

Umsatzerloumlse 265 211Operatives Ergebnis 142 108Periodenergebnis 88 50

Wesentliche Finanzinformationen aus der verkuumlrzten kombinierten Zwischenbilanz

Zum30 September

2020

Zum31 Dezember


Summe Vermoumlgenswerte 5706 10414Summe Eigenkapital 3442 5003

Wesentliche Finanzinformationen aus der verkuumlrzten kombinierten Kapitalflusszwischenrechnung


2020



Netto-Cashflow aus Geschaumlftstaumltigkeit 103 276Netto-Cashflow fuumlr Investitionstaumltigkeit (39) (30)Netto-Cashflow fuumlr Finanzierungstaumltigkeit (61) (244)Netto-Zunahme der Zahlungsmittel und Zahlungsmittelaumlquivalente 3 3Zahlungsmittel und Zahlungsmittelaumlquivalente am Anfang der Periode mdash 3Zahlungsmittel und Zahlungsmittelaumlquivalente am Ende der Periode 3 6

Wesentliche Finanzinformationen aus der konsolidierten Pro-forma-Gewinn- und Verlustrechnung fuumlr denZwoumllfmonatszeitraum zum 31 Maumlrz 2020

Zwoumllf Monate zum 31 Maumlrz 2020Nicht

konsolidierteGuV der

Vantage Towers AG

AusgewaumlhlteFinanzinformationenFunkturmgeschaumlft(1)

HistorischeFinanzinformationen

insgesamt

Pro-forma-Anpassungen

insgesamtKonsolidierte

Pro-forma-GuV(ungepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft)

(in Mio EUR)Umsatzerloumlse mdash 95 95 850 945Operatives Ergebnis mdash (381) (381) 829 448Periodenergebnis mdash (403) (403) 718 314

Erlaumluterung

(1) Das Funkturmgeschaumlft bezieht sich auf das Geschaumlft das von Vodafones europaumlischen Funkturminfrastrukturanlagen inDeutschland Spanien Portugal der Tschechischen Republik Rumaumlnien Ungarn und Irland vor ihrer Trennung in Vantage Towersbetrieben wurde

S-11

Wesentliche Finanzinformationen aus der konsolidierten Pro-forma-Gewinn- und Verlustrechnung fuumlr denNeunmonatszeitraum zum 31 Dezember 2020

Verkuumlrztekombinierte

Zwischen-GuVfuumlr die sechsMonate zum

30 September2020


Zwischen-GuVfuumlr die dreiMonate zum31 Dezember

2020

Summeverkuumlrzte

kombinierteZwischen-GuVfuumlr die neunMonate zum31 Dezember

2020

Finanz-informationen

Funkturm-geschaumlft

fuumlr die neunMonate zum31 Dezember

2020

Summehistorische

Finanzinformationenfuumlr die neunMonate zum31 Dezember

2020

Summepro-forma-

Anpassungen

KonsolidiertePro-forma-GuV


2020(gepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft)

(in Mio EUR)Umsatzerloumlse 265 211 476 14 490 235 725Operatives Ergebnis 142 108 250 (72) 178 185 363Periodenergebnis 88 50 138 (75) 64 150 214

Wesentliche Finanzinformationen aus der konsolidierten Pro-forma-Bilanz zum 31 Dezember 2020

Zum 31 Dezember 2020Verkuumlrzte

kombinierteZwischenbilanz der

Gruppe


insgesamt

KonsolidiertePro-forma-

Zwischenbilanz(ungepruumlft) (ungepruumlft) (ungepruumlft)

(in Mio EUR)Summe Vermoumlgenswerte 10414 58 10472Summe Eigenkapital 5003 58 5061

23 Welches sind die zentralen Risiken die fuumlr die Emittentin spezifisch sind

Eine Anlage in die Aktien der Gesellschaft unterliegt einer Reihe von Risiken die in diesem Abschnittdargestellt werden Sollten sich diese Risikenmdasheinzeln oder in Kombination mit anderenUmstaumlndenmdashrealisieren koumlnnen sie sich wesentlich nachteilig auf das Geschaumlft und die Finanz- undErtragslage der Gruppe auswirken

Die folgenden Risiken sind die fuumlr die Gesellschaft wesentlichsten spezifischen Risiken

bull Im Hinblick auf einen bedeutenden Teil ihres Umsatzerloumlses in all ihren Maumlrkten ist die Gruppe derzeitvon den Gesellschaften der Vodafone-Gruppe als ihren Hauptkunden abhaumlngig und wird diesvoraussichtlich auch weiterhin sein Falls Mitglieder der Vodafone-Gruppe nicht in der Lage seinsollten ihren Verpflichtungen zur Zahlung von faumllligen Betraumlgen im Zusammenhang mit dem jeweiligenVodafone-Rahmenvertrag fuumlr Dienstleistungen dessen Partei sie sind oder im Zusammenhang mitVerpflichtungsversprechen im Rahmen von Neubauprojekten oder Bauprojekten nach Kundenvorgabennachzukommen koumlnnte dies wesentliche nachteilige Auswirkungen auf das Geschaumlft und die Finanz- undErtragslage der Gruppe haben

bull Die europaumlische Telekommunikationsinfrastrukturbranche koumlnnte kuumlnftig verstaumlrktem Wettbewerbausgesetzt sein Sollte Vantage Towers nicht in der Lage sein effektiv mit einer Vielzahl andererTelekommunikationsinfrastrukturunternehmen zu konkurrieren koumlnnte sich dies nachteilig auf ihreFaumlhigkeit auswirken ihren Kundenstamm zu erweitern was wiederum Abwaumlrtsdruck auf den Umsatzdie Rentabilitaumlt und den Cashflow der Gruppe in zukuumlnftigen Perioden entfalten koumlnnte

bull Fuumlr einige Grundstuumlckspachten die die Nutzung der Grundstuumlcke auf denen sich die Funkturmanlagen derGruppe befinden durch die Gruppe regeln gibt es moumlglicherweise keine Verlaumlngerung bzw eineVerlaumlngerung nur zu wirtschaftlich unattraktiven Bedingungen oder es gibt allgemeine Streitigkeiten mitGrundeigentuumlmern die wenn sie in bedeutsamem Maszlige auftreten wesentliche nachteilige Auswirkungenauf die Margen und die Rentabilitaumlt der Gruppe haben koumlnnten und sich negativ auf das Renommee derGruppe in den Maumlrkten in denen sie taumltig ist auswirken koumlnnten

bull Die Ausweitung und Entwicklung des Geschaumlfts der Gruppe auch durch organisches Wachstum oderstrategische Akquisitionen ist mit einer Reihe von Risiken und Unsicherheiten verbunden die sichnachteilig auf ihr operatives Ergebnis auswirken oder ihren Geschaumlftsbetrieb stoumlren koumlnnten

bull Wesentliche Erhoumlhungen der Hauptkosten der Gruppe oder ein Scheitern bei der Erreichung geplanterKosteneffizienzen bzw die Unfaumlhigkeit geplante Kosteneffizienzen zu erreichen koumlnnten sich nachteiligauf die Margen und den Cashflow der Gruppe auswirken

S-12

bull Neue Technologien koumlnnten zu einer geringeren Nutzung von standortbezogenen Mobilfunkdienstenfuumlhren und koumlnnten das Geschaumlft der Gruppe in den Augen der Kunden weniger attraktiv oder notwendigerscheinen lassen Wenn es der Gruppe nicht gelingt die erforderlichen Faumlhigkeiten und Fachkenntnisse zuerwerben oder zu entwickeln um den sich aumlndernden Beduumlrfnissen ihrer Kunden gerecht zu werdenkoumlnnte dies zu einem Verlust von Kunden und einer Verschlechterung der Ergebnisse der Gruppe fuumlhren

bull Ein Ruumlckgang der Nachfrage nach Standorten oder Standortflaumlchen koumlnnte sich nachteilig auf dasWachstum des Geschaumlfts der Gruppe auswirken

bull Ein schwaches oder unsicheres wirtschaftliches Umfeld in den Maumlrkten in denen die Gruppe taumltig isteinschlieszliglich damit verbundener Schwankungen der Inflationsraten koumlnnte wesentliche nachteiligeAuswirkungen auf die Nachfrage nach den Dienstleistungen der Gruppe haben und Druck auf die Preiseausuumlben welche die Gruppe fuumlr ihre Dienstleistungen verlangt oder die Kosten die ihr entstehenerhoumlhen

bull Die Hauptkunden der Gruppe nutzen Frequenzen um ihre Mobilfunkdienste zu verbreiten Die Nachfragenach den Dienstleistungen der Gruppe koumlnnte sinken falls ihre Kunden nicht in der Lage sind dieseFrequenzen zu erhalten oder zu sichern was wesentliche nachteilige Auswirkungen auf die Umsatzerloumlseder Gruppe und folglich auf die Ertragslage haben koumlnnte

bull Das Geschaumlft der Gruppe und ihrer Kunden unterliegt sich aumlndernden Gesetzen und Vorschrifteneinschlieszliglich Umwelt- und Steuergesetzen die die Faumlhigkeit der Gruppe ihr Geschaumlft zu betreibenbeeintraumlchtigen Verzoumlgerungen bei Expansionsplaumlnen bewirken oder zusaumltzliche Kosten verursachenkoumlnnten

bull Die Vodafone Group Plc koumlnnte wesentlichen Einfluss auf Entscheidungen der Hauptversammlungnehmen und die Interessen der Vodafone Group Plc koumlnnten sich von denjenigen der uumlbrigenGesellschafter der Gruppe unterscheiden

bull Die begrenzte Verfuumlgbarkeit und Vergleichbarkeit historischer Finanzinformationen bezuumlglich der Gruppekann es Anlegern erschweren die historische Wertentwicklung der Gruppe und deren kuumlnftigeGeschaumlftsaussichten zu bewerten

bull Die Ungepruumlften Pro-forma-Finanzinformationen sind moumlglicherweise fuumlr die kuumlnftige Ertrags- undFinanzlage der Gruppe nicht repraumlsentativ

bull Moumlglicherweise kann die Gruppe die potenziellen Vorteile die sie von ihrer Trennung von Vodafone zuerreichen erwartet einschlieszliglich der Faumlhigkeit effizienter ihre Vermoumlgenswerte zu nutzen und Kapital zuallokieren nicht realisieren Sollte die Gruppe nicht in der Lage sein einige oder alle dieser Vorteile zuerzielen koumlnnte dies wesentliche negative Auswirkungen auf die Finanz- und Ertragslage der Gruppehaben

3 Basisinformationen uumlber die Wertpapiere

31 Welches sind die wichtigsten Merkmale der Wertpapiere

311 Art Gattung Nennwert

Diese Zusammenfassung bezieht sich auf das Angebot von Namensaktien ohne Nennbetrag der GesellschaftISIN DE000A3H3LL2 Wertpapierkennnummer (WKN) A3H 3LL Common Code 230832161Handelssymbol VTWR und die Zulassung

312 Anzahl der Wertpapiere

Das Grundkapital der Gesellschaft betraumlgt zum Datum dieses Prospekts EUR 505782265 und ist eingeteilt in505782265 Namensaktien ohne Nennbetrag Auf jede Aktie der Gesellschaft entfaumlllt ein rechnerischer Anteilvon EUR 100 am Grundkapital der Gesellschaft Alle Aktien der Gesellschaft sind voll eingezahlt

313 Waumlhrung

Die Aktien der Gesellschaft sind in Euro denominiert

S-13

314 Verbundene Rechte

Jede Aktie der Gesellschaft berechtigt zu einer Stimme in der Hauptversammlung der Gesellschaft Es bestehenkeine Stimmrechtsbeschraumlnkungen Die Aktien der Gesellschaft sind ab dem 1 April 2020 in Euro volldividendenberechtigt

315 Liquidation

Im Falle der Liquidation der Gesellschaft wird der Erloumls an die Inhaber der Aktien der Gesellschaft imVerhaumlltnis zu ihrem Anteil am Grundkapital der Gesellschaft verteilt

316 Rang

Die Aktien der Gesellschaft sind im Fall einer Insolvenz der Gesellschaft gegenuumlber allen anderenWertpapieren und Forderungen nachrangig

317 Freie Handelbarkeit

Die Aktien der Gesellschaft sind nach den gesetzlichen Bestimmungen fuumlr Namensaktien frei uumlbertragbarAbgesehen von zwischen der Gesellschaft der Bestehenden Aktionaumlrin und den Konsortialbanken sowiezwischen der Gesellschaft der Bestehenden Aktionaumlrin und Digital Colony einem fuumlhrenden Investor undBetreiber im Bereich der digitalen Infrastruktur der zugesagt hat als Cornerstone Investor im Angebot zufungieren abgeschlossenen uumlblichen Lock-up-Vereinbarungen bestehen keine Beschraumlnkungen in Bezug auf dieVeraumluszligerung oder Uumlbertragbarkeit der Aktien der Gesellschaft

318 Dividendenpolitik

Vorbehaltlich des Vorhandenseins eines ausschuumlttungsfaumlhigen Bilanzgewinns und rechtlicher Einschraumlnkungenim Hinblick auf die Ausschuumlttung von Gewinnen und verfuumlgbaren Geldmitteln strebt die Gesellschaft an 60der Summe aus wiederkehrendem frei verfuumlgbarem Cashflow und Dividenden die sie von INWIT undCornerstone erhaumllt auszuschuumltten Die Gesellschaft beabsichtigt fuumlr den Zwoumllfmonatszeitraum zum 31 Maumlrz2021 eine jaumlhrliche Dividende von EUR 280 Millionen (einschlieszliglich 60 der von INWIT fuumlr dasGeschaumlftsjahr zum 31 Dezember 2020 festgesetzten Dividende) festzusetzen und im Juli 2021 auszuschuumlttenDie zukuumlnftige Festlegung der Dividendenzahlung erfolgt nach den geltenden Gesetzen und haumlngt unteranderem von der Ertragslage der Gesellschaft den ausschuumlttungsfaumlhigen Ruumlcklagen nach HGB der Finanzlageden vertraglichen Beschraumlnkungen und den Eigenkapitalanforderungen ab Die zukuumlnftige Dividendenfaumlhigkeitder Gesellschaft kann durch die Bedingungen bestehender und zukuumlnftiger Fremdkapitalinstrumente oderVorzugspapiere eingeschraumlnkt sein

32 Wo werden die Wertpapiere gehandelt

Die Gesellschaft wird die Zulassung der Aktien der Gesellschaft zum Handel im regulierten Markt derFrankfurter Wertpapierboumlrse (die bdquoFrankfurter Wertpapierboumlrserdquo) mit gleichzeitiger Zulassung zumTeilsegment des regulierten Marktes mit weiteren Zulassungsfolgepflichten (Prime Standard) beantragen DerHandel mit den Aktien der Gesellschaft wird voraussichtlich am 18 Maumlrz 2021 an der FrankfurterWertpapierboumlrse beginnen

33 Welches sind die zentralen Risiken die fuumlr die Wertpapiere spezifisch sind

Die Aktien der Gesellschaft wurden bisher nicht an der Boumlrse gehandelt und es gibt keine Garantie dafuumlr dasssich ein aktiver und liquider Markt fuumlr die Aktien der Gesellschaft entwickeln wird oder aufrechterhaltenwerden kann Daher unterliegt der Kurs der Aktien der Gesellschaft moumlglicherweise einer Volatilitaumlt undAnleger werden unter bestimmten Umstaumlnden moumlglicherweise nicht in der Lage sein die Aktien zumendguumlltigen Angebotspreis einem houmlheren Preis oder uumlberhaupt verkaufen zu koumlnnen

4 Basisinformationen uumlber das oumlffentliche Angebot von Wertpapieren und die Zulassung zum Handelan einem geregelten Markt

41 Zu welchen Konditionen und nach welchem Zeitplan kann ich in dieses Wertpapier investieren

411 Angebotskonditionen

Das Angebot von 124444444 Namensaktien ohne Nennbetrag und mit voller Dividendenberechtigung in Eurosab dem 1 April 2020 (das bdquoAngebotrdquo) besteht aus (i) 88888889 Namensaktien ohne Nennbetrag aus dem

S-14

Bestand der Bestehenden Aktionaumlrin (die bdquoBasisaktienrdquo) (ii) 22222222 Namensaktien ohne Nennbetrag ausdem Bestand der Bestehenden Aktionaumlrin (die bdquoZusaumltzlichen Basisaktienrdquo) wobei die Anzahl der Aktien dietatsaumlchlich bei Anlegern platziert werden sollen unter dem Vorbehalt der Ausuumlbung einer Upsize-Option aufBeschluss der Bestehenden Aktionaumlrin nach Vereinbarung mit den Joint Global Coordinators zum Zeitpunkt derPreisfestsetzung aufgrund der Marktnachfrage (die bdquoUpsize-Optionrdquo) steht und (iii) 13333333 bestehendenNamensaktien ohne Nennbetrag aus dem Bestand der Bestehenden Aktionaumlrin im Zusammenhang mit einermoumlglichen Mehrzuteilung (die bdquoMehrzuteilungsaktienrdquo und zusammen mit den Basisaktien und denZusaumltzlichen Basisaktien die bdquoAngebotsaktienrdquo) Die Bestehende Aktionaumlrin zielt auf einen angestrebtenMindestbruttoerloumls von ca EUR 2000 Millionen und einen angestrebten maximalen Bruttoerloumls von caEUR 2800 Millionen aus dem Angebot ab Die Bestehende Aktionaumlrin wird die endguumlltige Anzahl der imAngebot platzierten Aktien reduzieren falls der Angebotspreis das untere Ende der Preisspanne uumlbersteigt DerAngebotszeitraum in dem Anleger Kaufangebote fuumlr die Angebotsaktien abgeben koumlnnen beginntvoraussichtlich am 9 Maumlrz 2021 und endet voraussichtlich am 17 Maumlrz 2021 (der bdquoAngebotszeitraumrdquo)

412 Umfang des Angebots

Das Angebot besteht aus einem erstmaligen oumlffentlichen Angebot in Deutschland und Privatplatzierungen inbestimmten Rechtsordnungen auszligerhalb Deutschlands In den Vereinigten Staaten von Amerika (diebdquoVereinigten Staatenrdquo) werden die Angebotsaktien nur qualifizierten institutionellen Kaumlufern (QualifiedInstitutional Buyers bdquoQIBsrdquo) im Sinne von Rule 144A des Securities Act of 1933 der Vereinigten Staaten (derbdquoSecurities Actrdquo) angeboten und verkauft Auszligerhalb der Vereinigten Staaten werden die Angebotsaktien nurim Rahmen von Offshore-Transaktionen auf der Grundlage von Regulation S des Securities Act angeboten undverkauft Die Angebotsaktien wurden und werden nicht nach dem Securities Act oder bei einerWertpapieraufsichtsbehoumlrde eines Bundesstaates oder einer anderen Gebietskoumlrperschaft in den VereinigtenStaaten registriert

413 Zeitplan des Angebots

Der voraussichtliche Zeitplan fuumlr das Angebot das verlaumlngert oder verkuumlrzt werden kann und Aumlnderungenvorbehalten bleibt sieht wie folgt aus

8 Maumlrz 2021 Billigung dieses Prospekts durch die BaFin9 Maumlrz 2021 Veroumlffentlichung des gebilligten Prospekts auf der Website der Gesellschaft unter

wwwvantagetowerscom in der Rubrik wwwvantagetowerscominvestorsipoBeginn des AngebotszeitraumsAntrag auf Zulassung der Aktien der Gesellschaft zum Handel im regulierten Marktder Frankfurter Wertpapierboumlrse mit gleichzeitiger Zulassung zum Teilsegment desregulierten Marktes der Frankfurter Wertpapierboumlrse mit weiterenZulassungsfolgepflichten (Prime Standard)

17 Maumlrz 2021 Ablauf des Angebotszeitraums der am letzten Tag des Angebotszeitraums um(i) 1200 Uhr (MEZ) fuumlr private Anleger bzw um (ii) 1400 Uhr (MEZ) fuumlrinstitutionelle Anleger eintreten wirdVon der Frankfurter Wertpapierboumlrse zu erteilenden ZulassungsentscheidungFestlegung des Angebotspreises (der bdquoAngebotspreisrdquo) und der endguumlltigen Anzahlder zuzuteilenden AktienVeroumlffentlichung des Angebotspreises in Form einer Ad-hoc-Mitteilung uumlber einelektronisches Informationsverbreitungssystem und auf der Website der Gesellschaftunter wwwvantagetowerscom in der Rubrik wwwvantagetowerscominvestorsipo

18 Maumlrz 2021 Aufnahme des Handels mit den Aktien der Gesellschaft an der FrankfurterWertpapierboumlrse

22 Maumlrz 2021 Buchmaumlszligige Lieferung der Angebotsaktien gegen Zahlung des Angebotspreises

414 Preisspanne und Angebotspreis

Die Preisspanne innerhalb derer Kaufangebote abgegeben werden koumlnnen betraumlgt EUR 2250 bis EUR 2900je Angebotsaktie (bdquoPreisspannerdquo) Der Angebotspreis und die endguumlltige Anzahl an Aktien die im Rahmendes Angebots platziert werden werden am Ende des Bookbuilding-Verfahrens von der Bestehenden Aktionaumlrinnach Abstimmung mit der Gesellschaft sowie mit den Joint Global Coordinators als den Vertretern derKonsortialbanken festgesetzt Der Angebotspreis wird auf Grundlage der von den Anlegern waumlhrend desAngebotszeitraums abgegebenen Kaufangebote die in dem waumlhrend des Bookbuilding-Verfahrens erstelltenOrderbuch gesammelt worden sind festgesetzt

S-15

415 Cornerstone Investition

Vorbehaltlich bestimmter uumlblicher Bedingungen hat Digital Colony ein fuumlhrender Investor und Betreiber imBereich der digitalen Infrastruktur gemeinsam mit RRJ Capital einem globalen in Singapur ansaumlssigenBeteiligungsfonds zugesagt als Cornerstone Investor im Angebot zu fungieren Digital Colony und RRJ Capitalhaben sich verpflichtet Angebotsaktien bis zu einem maximalen Gesamtkaufpreis von EUR 500 Millionenbzw EUR 450 Millionen zu erwerben

416 Unwiderrufliche Investition

Verbundene Unternehmen der Crystal Almond Sagraverl haben sich unwiderruflich dazu verpflichtetAngebotsaktien zum Angebotspreis fuumlr eine Gegenleistung von insgesamt EUR 100000000 unter dereinzigen Bedingung des Vollzugs des Angebots innerhalb von 90 Tagen seit der Bekanntmachung der geplantenAktienplatzierung (Intention to Float) zu erwerben

417 Aumlnderungen der Angebotsbedingungen

Die Bestehende Aktionaumlrin behaumllt sich nach Abstimmung mit der Gesellschaft sowie mit den Joint GlobalCoordinators als den Vertretern der Konsortialbanken das Recht vor (i) die Gesamtzahl der Angebotsaktien zuerhoumlhen oder zu verringern (ii) die Obergrenze undoder die Untergrenze der Preisspanne zu erhoumlhen oder zuverringern undoder (iii) den Angebotszeitraum zu verlaumlngern oder zu verkuumlrzen Solche Aumlnderungen fuumlhrennicht zur Unguumlltigkeit bereits abgegebener Kaufangebote fuumlr die Angebotsaktien Unter bestimmten uumlblichenVoraussetzungen koumlnnen die Joint Global Coordinators im Namen der Konsortialbanken den Uumlbernahmevertrag(wie nachstehend definiert) auch nach Aufnahme des Handels mit den Aktien der Gesellschaft im reguliertenMarkt der Frankfurter Wertpapierboumlrse kuumlndigen In diesem Fall findet das Angebot nicht statt und bereitserfolgte Zuteilungen an die Anleger werden annulliert

418 Stabilisierungsmaszlignahmen Mehrzuteilung und Greenshoe-Option

Zur Abdeckung potenzieller Mehrzuteilungen hat sich die Bestehende Aktionaumlrin bereit erklaumlrt bis zu13333333 Mehrzuteilungsaktien in Form eines Wertpapierdarlehens kostenlos zur Verfuumlgung zu stellen ImZusammenhang mit der Platzierung der Angebotsaktien handelt Morgan Stanley fuumlr Rechnung derKonsortialbanken als Stabilisierungsmanager (der bdquoStabilisierungsmanagerrdquo) und kann entsprechend dengesetzlichen Vorschriften Stabilisierungsmaszlignahmen ergreifen um den Kurs der Aktien der Gesellschaft zustuumltzen Der Stabilisierungsmanager ist nicht verpflichtet Stabilisierungsmaszlignahmen zu ergreifen Im Rahmender moumlglichen Stabilisierungsmaszlignahmen koumlnnen Anlegern bei der Zuteilung der Angebotsaktien zusaumltzlich zuden Basisaktien und den Zusaumltzlichen Basisaktien Mehrzuteilungsaktien zugeteilt werden Die Gesamtzahl derMehrzuteilungsaktien die zugeteilt werden kann darf 15 der Anzahl der Basisaktien nicht uumlberschreitenDaruumlber hinaus gewaumlhrte die Bestehende Aktionaumlrin den Konsortialbanken die Option Aktien der Gesellschaftin einer der Anzahl der zugeteilten Mehrzuteilungsaktien entsprechenden Anzahl zum Angebotspreis abzuumlglichvereinbarter Provisionen (die bdquoGreenshoe-Optionrdquo) zu erwerben Der Stabilisierungsmanager ist berechtigt dieGreenshoe-Option waumlhrend der Stabilisierungsperiode fuumlr Rechnung der Konsortialbanken auszuuumlben soweitMehrzuteilungsaktien zugewiesen wurden Die Anzahl der Aktien der Gesellschaft die im Rahmen derGreenshoe-Option erworben werden koumlnnen vermindert sich um die Anzahl der Aktien die derStabilisierungsmanager zum Zeitpunkt der Ausuumlbung der Greenshoe-Option haumllt und die derStabilisierungsmanager im Rahmen von Stabilisierungsmaszlignahmen erworben hat

419 Plan fuumlr den Vertrieb

Die Zuteilung von Angebotsaktien an Privatanleger und institutionelle Investoren wird von der BestehendenAktionaumlrin nach Abstimmung mit der Gesellschaft und den Joint Global Coordinators festgelegt DieEntscheidung liegt letztlich bei der Bestehenden Aktionaumlrin

4110 Verwaumlsserung

Der Nettovermoumlgenswert der Gesellschaft (Summe Vermoumlgenswerte abzuumlglich kurzfristiger Verbindlichkeitenund langfristiger Verbindlichkeiten wie im Ungepruumlften Verkuumlrzten Kombinierten Zwischenquartalsabschlussdargestellt) (der bdquoNettovermoumlgenswertrdquo) belief sich zum 31 Dezember 2020 auf EUR 50028 Millionen bzwEUR 989 pro Aktie der Gesellschaft basierend auf 505782265 unmittelbar vor dem Angebot ausstehendenAktien der Gesellschaft Daher ist der Nettovermoumlgenswert pro Aktie um EUR 1586 (unmittelbareVerwaumlsserung der neuen Aktionaumlre der Gesellschaft) geringer als der Angebotspreis in Houmlhe vonEUR 2575 pro Aktie (basierend auf der Mitte der Preisspanne) bzw liegt der Nettovermoumlgenswert proAktie um 6159 unter dem Angebotspreis in Houmlhe von EUR 2575 pro Aktie (basierend auf der Mitte derPreisspanne)

S-16

4111 Gesamtkosten

Die im Zusammenhang mit dem Angebot der Angebotsaktien und der Zulassung stehenden Gesamtkosten und-auslagen (welche (i) die Provisionen fuumlr die Konsortialbanken (unter der Annahme der vollstaumlndigen Zahlungsowohl der Basisverguumltung als auch der Ermessensverguumltung) und (ii) andere geschaumltzte Auslagen beinhalten)werden auf ca EUR 98 Millionen (unter der Annahme dass der angestrebte maximale Bruttoerloumls vonEUR 2800 Millionen erzielt wird) und EUR 88 Millionen (unter der Annahme dass der angestrebteMindestbruttoerloumls von EUR 2000 Millionen erzielt wird)

4112 Kosten die den Anlegern in Rechnung gestellt werden

Die Kosten die der Bestehenden Aktionaumlrin oder den Konsortialbanken entstehen werden den Anlegern nichtin Rechnung gestellt jedoch werden die Anleger die von ihrem Broker oder ihrer Depotbank fuumlr den Kauf unddas Halten von Wertpapieren erhobenen Gebuumlhren selbst tragen muumlssen

42 Wer ist der Anbieter undoder die die Zulassung zum Handel beantragende Person

421 Anbieter

Das Angebot wird von BofA Securities 51 rue La Boeacutetie 75008 Paris FrankreichLEI 549300FH0WJAPEHTIQ77 Morgan Stanley Groszlige Gallusstraszlige 18 60312 Frankfurt am MainDeutschland LEI 54930056FHWP7GIWYY08 UBS 5 Broadgate London EC2M 2QS VereinigtesKoumlnigreich LEI BFM8T61CT2L1QCEMIK50 Barclays Bank Ireland Plc One Molesworth Street Dublin2 Irland D02 FR29 LEI 2G5BKIC2CB69PRJH1W31 Joh Berenberg Gossler amp Co KG NeuerJungfernstieg 20 20354 Hamburg Deutschland LEI 529900UC2OD7II24Z667 BNP PARIBAS16 boulevard des Italiens 75009 Paris Frankreich LEI R0MUWSFPU8MPRO8K5P83 Deutsche BankAktiengesellschaft Mainzer Landstraszlige 11-17 60329 Frankfurt am Main DeutschlandLEI 7LTWFZYICNSX8D621K86 Goldman Sachs Bank Europe SE Marienturm Taunusanlage 9-10 60329Frankfurt am Main Deutschland LEI 8IBZUGJ7JPLH368JE346 und Jefferies GmbH BockenheimerLandstraszlige 24 60323 Frankfurt am Main Deutschland LEI 5493004I3LZM39BWHQ75 abgegeben

422 Zulassung zum Handel

Die Gesellschaft wird gemeinsam mit Morgan Stanley die als Listing Agent fungiert die Zulassung der Aktiender Gesellschaft zum Handel beantragen

43 Weshalb wird dieser Prospekt erstellt

431 Gruumlnde fuumlr das Angebot und die Zulassung zum Handel

Die Gesellschaft beabsichtigt ihr gesamtes Grundkapital am regulierten Markt der Frankfurter Wertpapierboumlrsesowie im Teilsegment mit weiteren Zulassungsfolgepflichten (Prime Standard) der Frankfurter Wertpapierboumlrsezu notieren Die Gruumlnde fuumlr das Angebot and die Zulassung zum Handel sind (i) es Vantage Towers zuermoumlglichen Zugang zum Kapitalmarkt zu erhalten und (ii) und den inneren Wert von Vantage Towers alseinem kommerziell orientierten engagierten und unabhaumlngigen Betreiber von Mobilkommunikationsfunkturm-Infrastrukturen hervorzuheben

432 Zweckbestimmung und geschaumltzter Nettobetrag der Erloumlse

Die Gesellschaft wird keine Erloumlse aus dem Verkauf der Angebotsaktien erhalten Unter der Annahme desangestrebten Mindestbruttoerloumlses von EUR 2000 Millionen aus dem Angebot fuumlr die Bestehende Aktionaumlrinwuumlrde der Nettoerloumls fuumlr die Bestehende Aktionaumlrin circa EUR 1912 Millionen nach Abzug der Gesamtkostenund -auslagen in Houmlhe von geschaumltzten EUR 88 Millionen im Zusammenhang mit dem Angebot und derZulassung (welche (i) Provisionen fuumlr die Konsortialbanken (unter der Annahme der vollstaumlndigen Zahlungsowohl der Basisverguumltung als auch der Ermessensverguumltung) und (ii) andere geschaumltzte Auslagen) betragen

Unter der Annahme des angestrebten maximalen Bruttoerloumlses von EUR 2800 Millionen aus dem Angebot fuumlrdie Bestehende Aktionaumlrin wuumlrde der Nettoerloumls fuumlr die Bestehende Aktionaumlrin circa EUR 2702 Millionennach Abzug der Gesamtkosten und -auslagen in Houmlhe von geschaumltzten EUR 98 Millionen im Zusammenhangmit dem Angebot und der Zulassung (welche (i) Provisionen fuumlr die Konsortialbanken (unter der Annahme dervollstaumlndigen Zahlung sowohl der Basisverguumltung als auch der Ermessensverguumltung) und (ii) andere geschaumltzteAuslagen) betragen

S-17

433 Uumlbernahmevertrag

Am 8 Maumlrz 2021 haben die Gesellschaft die Bestehende Aktionaumlrin und die Konsortialbanken eineUumlbernahmevereinbarung uumlber das Angebot und den Verkauf der Angebotsaktien im Zusammenhang mit demAngebot abgeschlossen (der bdquoUumlbernahmevertragrdquo) Der Uumlbernahmevertrag sieht auch vor dass dieVerpflichtungen der Konsortialbanken von der Erfuumlllung bestimmter Bedingungen einschlieszliglich derUnterzeichnung einer Preisvereinbarung zur Uumlbernahme und zum Kauf der Angebotsaktien zumAngebotspreis abhaumlngig sind Im Uumlbernahmevertrag haben sich die Bestehende Aktionaumlrin und dieGesellschaft verpflichtet die Konsortialbanken von bestimmten Verbindlichkeiten freizustellen die imZusammenhang mit dem Angebot entstehen koumlnnen einschlieszliglich Verbindlichkeiten nach anwendbaremWertpapierrecht

434 Wesentliche Interessenkonflikte in Bezug auf das Angebot

In Bezug auf das Angebot und die Zulassung bestehen keine Interessenkonflike

S-18

1 RISK FACTORS

Prospective investors should carefully consider the following risk factors in conjunction with the otherinformation in this prospectus (ldquoProspectusrdquo) before making an investment in the shares of Vantage Towers AG(the ldquoCompanyrdquo) In this Prospectus the terms ldquoVantage Towersrdquo ldquoVantage Towers Grouprdquo and ldquoGrouprdquohave the meaning given to them in ldquo26 Glossaryrdquo ldquoSitesrdquo comprise the infrastructure (ldquoPassiveInfrastructurerdquo) on which customer equipment used to receive and transmit mobile network signals(ldquoActive Equipmentrdquo) is mounted as well as its physical location ldquoMacro Sitesrdquo are physical infrastructureeither ground based or located on the top of a building where communications equipment is placed to create acell in a mobile network and include Streetworks and Long-Term Mobile Sites ldquoStreetworksrdquo are compact andvisually discreet monopole masts that are used to provide infill coverage increased capacity or generalcoverage in urban areas as an alternative to rooftop towers ldquoLong-Term Mobile Sitesrdquo are transportablePassive Infrastructure units with a vertical element capable of hosting Active Equipment

According to article 16 of Regulation (EU) No 20171129 (the ldquoProspectus Regulationrdquo) (assupplemented by Commission delegated Regulation (EU) 2019980 and Commission delegated Regulation(EU) 2019979) the risk factors featured in a prospectus must be limited to risks which are specific to theissuer andor to the securities and which are material for investors in making an informed investment decisionTherefore the following risks are only those material risks that are specific to the Company and to theCompanyrsquos shares The following risk factors are organized into categories In each category the most materialrisk factors in the assessment undertaken by the Company taking into account the expected magnitude of theirnegative impact on the Company and the probability of their occurrence are set out first with the two mostmaterial risk factors mentioned at the beginning of each category The risks mentioned may materializeindividually or cumulatively

11 Risks Related to the Grouprsquos Business and Industry

111 The Group currently depends and expects to continue to depend on Vodafone Group companiesas its primary customers across its markets for a significant percentage of its revenue

The Vantage Towers Group derives the majority of its revenue from members of the group comprisingVodafone Group Plc and its consolidated subsidiaries (the ldquoVodafone Grouprdquo or ldquoVodafonerdquo) In each of themarkets in which the Group operates the local Vantage Towers operating company has entered into a masterservices agreement (each a ldquoVodafone MSArdquo) with the local Vodafone operating company (each a ldquoVodafoneOperatorrdquo) On a pro forma basis Vodafone accounted for 83 and 84 of the Grouprsquos Macro Site revenue(being revenue earned from renting space and providing services to customers on Macro Sites) for the twelvemonths ended March 31 2020 and the nine months ended December 31 2020 respectively Furthermore underthe Vodafone MSAs Vodafone has committed to contract for the construction of approximately 6850 newbuilt-to-suit (ldquoBTSrdquo) Macro Sites across the Grouprsquos markets between April 1 2021 and March 31 2026except in Greece where the commitment is to contract for the construction of 250 new BTS Sites betweenNovember 17 2020 and November 16 2025 (the ldquoVodafone BTS Commitmentrdquo and the period for whichVodafone has made this commitment the ldquoVodafone BTS Commitment Periodrdquo) The Group is alsoVodafonersquos preferred supplier for additional Sites ordered by Vodafone over and above the Vodafone BTSCommitment during and after the Vodafone BTS Commitment Period The Grouprsquos revenues from othercustomers are primarily generated from the main mobile network operators (ldquoMNOsrdquo) other than Vodafone ineach of the Grouprsquos markets including Deutsche Telekom and Telefoacutenica in the Federal Republic of Germany(ldquoGermanyrdquo) Orange and Telefoacutenica in Spain Cosmote and Wind Hellas Telecommunications SA (ldquoWindHellasrdquo) in Greece and NOS and MEO in Portugal

As the majority of the Grouprsquos revenue is currently generated from members of the Vodafone GroupVantage Towers is exposed to credit or business risks affecting such members and the Vodafone Group as awhole Members of the Vodafone Group that are customers of Vantage Towers may experience a decline in thedemand for their services or may be unable to meet or be prevented from meeting their financial or otherobligations towards the Group These circumstances could arise for a variety of reasons including those outsidetheir control such as general economic instability or trends affecting and reducing demand in thetelecommunications industry If as a result of a prolonged economic downturn or otherwise Vodafoneexperiences financial difficulties or members of the Vodafone Group are unable to meet their obligations topay sums due under the respective Vodafone MSAs to which they are a party or under new build projects orBTS commitments that they have made (including the Vodafone BTS Commitment) this could result in a lossof business and revenue for Vantage Towers Furthermore to the extent that Vodafone was to sell one or moreVodafone Operators to a third party the Group may be exposed to increased credit or business risks dependingon the financial condition of the purchaser

1

Members of the Vodafone Group are also major customers of Infrastrutture Wireless Italiane SpA(ldquoINWITrdquo) an Italian public company operating in the mobile network infrastructure sector in Italy in whichthe Group owns 332 of the outstanding share capital and Cornerstone Telecommunications InfrastructureLimited (ldquoCornerstonerdquo) a joint venture company operating the joint towers business of Vantage Towers andTelefoacutenica UK Limited (ldquoTelefoacutenica UKrdquo) in the United Kingdom in which the Group owns 50 of theoutstanding share capital Members of the Vodafone Group have entered into MSAs with both INWIT andCornerstone and have made BTS commitments to both companies If Vodafone is unable to meet its obligationsto INWIT or Cornerstone for any reason this could result in a loss of business and revenue for INWIT orCornerstone and thereby reduce the amount or prevent the payment of any dividend INWIT or Cornerstoneare able to distribute to Vantage Towers

Any of these dynamics could have a material adverse effect on the Grouprsquos business financial conditionand results of operations

112 The European telecommunications infrastructure industry could experience increased competitionin the future

The Grouprsquos success will depend on its ability to compete against a variety of other telecommunicationsinfrastructure companies The Group may experience increased competition in certain areas of activity fromestablished and new competitors including independent tower companies that may enter its markets In recentyears an increase in the number of European tower companies and corresponding number of available Sites hasresulted in more intense competition for MNO customers as tower companies seek to increase their tenancies(being customer points of presence hosted on Macro Sites unless otherwise noted (ldquotenanciesrdquo) includingphysical tenancies and active sharing tenancies (both as defined below)) which may lead to downward pressureon prices for hosting services Additionally certain national or international MNOs may decide to compete withthe Group by expanding or diversifying their operations thereby causing a further increase in the level ofcompetition Vertically integrated MNOs could also enter into agreements (including reciprocal hosting termswith other vertically integrated MNOs) that lead to greater sharing of Passive Infrastructure which coulddecrease demand for Sites and allow those MNOs to offer lower prices than competing tower companies canoffer

To compete effectively the Group needs to design and market its services successfully maintain itsinfrastructure and anticipate and respond to various competitive factors affecting all of its markets andcustomers such as pricing strategies adopted by the Grouprsquos competitors emerging technologies changes inconsumer preferences and general economic and social conditions While the Vodafone MSAs have long-termpricing linked to inflation competitive pressures or the Grouprsquos inability to remain competitive could materiallyand adversely affect the Grouprsquos contract rates and revenue from other customers Should Vantage Towers beunable to compete effectively this may adversely affect its ability to capture tenancies in its markets and growits customer base which in turn would put downward pressure on the Grouprsquos revenue profitability and cashflows in future periods

113 Certain ground leases governing the Grouprsquos use of the land on which its tower assets are locatedmay be subject to non-renewal renewal on commercially unattractive terms or general disputeswith landowners

As of December 31 2020 Vantage Towers operated approximately 47200 Sites across Europe whichwere in addition to approximately 26400 Sites operated by INWIT (as of September 30 2020) andapproximately 15400 Sites operated by Cornerstone While the Group operates all of its tower assets almostall of the land on which the Grouprsquos tower assets are located is operated and managed under leases licenses oradministrative concessions with third parties or public authorities These leases are for a contracted term andlandowners may not wish to renew their leases with the Group when they expire or may request increased rentsin order to renew the lease term Furthermore as a result of the transfer of lease agreements from members ofthe Vodafone Group to Vantage Towers Group companies as part of the establishment of Vantage Towers theGroup may have to renegotiate the terms of certain lease agreements Some of the Grouprsquos landlords mayrequest changes to the length of or an increase in the ground lease rates under these agreements as part ofthese negotiations In certain countries renegotiations may also be required if new infrastructure outside of thescope of the original lease agreements is added to the Grouprsquos Sites including the infrastructure required toprovide 5G coverage To the extent the Group is unable to pass through any increased rental costs to itscustomers this would have a negative impact on its margins Landlords may also lose their rights to the landthey own or they may transfer their land interests to third parties including to ground lease aggregators able to

2

use their scale to negotiate terms that may be less favorable to the Group which could affect the Grouprsquosability to renew leases on commercially viable terms or at all

In addition members of the Group have in the past and may in the future become involved in disputeswith their landlords which could interfere with Vantage Towersrsquo operation of a given Site or force VantageTowers to construct new Sites in order to continue providing services to its customers For example the Groupmay face disputes with landowners regarding the particular terms of a lease including in relation to its abilityto sublease a particular Site or otherwise expand the amount of equipment or operations carried out on a Siteor regarding access to the Site Furthermore in connection with the establishment of Vantage Towers the leasesunderpinning certain Sites were transferred to Group companies without seeking the explicit consent of therelevant landlords Some of these landlords could potentially challenge such transfers or the contractualarrangements with Vodafone in respect of the relevant Site The Grouprsquos inability to negotiate rent renewals onattractive terms or to protect its rights to the land under its towers may result in an increase in lease-relatedcosts andor a loss of access to certain Sites The loss of access to certain Sites could result in interruptions tothe Grouprsquos ability to provide services and the need to incur additional capital expenditure or costs to constructnew alternative Sites for the Grouprsquos customers If any of these events were to occur to a significant extentthey could have a material adverse effect on the Grouprsquos margins and profitability and could have a negativeimpact on the Grouprsquos reputation in the markets in which it operates

114 The expansion and development of the Grouprsquos business including through organic growth orstrategic acquisitions involves a number of risks and uncertainties that could adversely affect itsoperating results or disrupt its operations

The Company expects to grow its business by increasing tenancies on its Sites building new Sitesdeveloping new infrastructure and services to serve the growth of its customers and conducting strategicacquisitions in its current markets or in new markets

In the medium term the Group is targeting a tenancy ratio (as defined below) in excess of 150x acrossthe operations in which it has a controlling interest being Germany Spain Greece Portugal the CzechRepublic Romania Hungary and Ireland (the ldquoConsolidated Marketsrdquo) compared to a tenancy ratio of 139xas of December 31 2020 The Company defines tenancy ratio as the total number of tenancies (including whena customer locates its Active Equipment on a Site (ldquophysical tenanciesrdquo) and when it shares its ActiveEquipment on a Site with a counterparty under an active sharing agreement (ldquoactive sharing tenanciesrdquo)) onthe Grouprsquos Macro Sites divided by the total number of Macro Sites (ldquotenancy ratiordquo) To achieve its targetthe Group will need to add tenancies to those for which it already has commitments Vantage Towersrsquo ability tocompete for market tenancies and increase the number of tenancies on its Sites may be affected by a number offactors beyond its control including a slow-down in the growth of or a reduction in demand for mobilecommunications services the inability to effectively compete with other participants in the Europeantelecommunications infrastructure industry the development and implementation of new technologies that couldreduce the use and need for tower-based mobile service transmission and decrease the demand for Site spacethe inability to renegotiate leases to allow lease up and customer churn due to mergers or consolidationsamong MNOs that could result in a decrease in the tenancy requirements of the consolidated companiesAccordingly there can be no assurance that the Group will be able to continue to add tenants to its existing Siteportfolio or implement tenancies in a timely and cost-effective manner

Furthermore the Grouprsquos future revenues and cash flows are supported by commitments from itscustomers to contract for the construction of new BTS Sites As of the date of this Prospectus the Grouprsquoscustomers have entered into commitments for the construction of approximately 7100 BTS Sites VantageTowersrsquo ability to construct new BTS Sites as part of its existing or future BTS commitments on time and onbudget and its ability to realize the anticipated increase in revenues or otherwise realize acceptable returns onthese new BTS Sites is subject to a number of risks Many of these risks are beyond the Grouprsquos controlincluding the need to obtain regulatory approvals the availability of equipment and personnel accidentsequipment breakdown adverse weather unexpected or uncontrollable increases in costs and other risks relatedto the deployment of new BTS Sites Delays could adversely affect the Grouprsquos ability to deliver BTS Sites ina timely and cost-effective manner particularly in connection with the timelines contractually agreed with itscustomers and may result in penalties depending on the terms of the underlying contractual arrangementsThere can be no assurance that every individual BTS Site will be commercially viable that the Group willovercome setbacks to construction that the BTS Sites will be completed in accordance with customerrequirements or that the Group will be able to finance the capital expenditures associated with BTS activityFurthermore the Grouprsquos customers may cancel planned BTS roll outs for which they have not yet contractedadversely affecting Vantage Towersrsquo ability to grow its Site portfolio If the Group is not able to meet its

3

obligations under its customersrsquo BTS commitments or if it is not able to achieve the anticipated results fromthe implementation of these commitments its revenue may be materially adversely affected

The Grouprsquos ability to grow through strategic acquisitions will also depend on a number of factors outsideof its control including its ability to identify suitable and available targets at an acceptable cost reachagreements with counterparties on commercially reasonable terms and secure financing to complete largeracquisitions or investments In some circumstances it will also depend on the willingness of MNOs to engagewith the Group on Site acquisitions on terms that meet the Grouprsquos investment criteria

As the Group builds or acquires Sites it will be subject to a number of risks and uncertainties includingincurring debt to finance such expansions or acquisitions failing to realize the expected returns and financialobjectives problems with the effective integration of acquired Site portfolios increased costs assumedliabilities potential regulatory issues applicable to the telecommunications industry or the diversion ofmanagerial time and resource

Achieving benefits from acquisitions depends in part on timely and efficiently integrating operationsinfrastructure and personnel Integration may be difficult and unpredictable for many reasons including amongother things differing systems and processes cultural differences customary business practices and conflictingpolicies procedures and operations The benefits of any acquisition may take considerable time to develop andthere can be no assurance that any particular transaction will produce the intended results or benefits Forexample there can be no assurance that the Group will be able to secure the expected benefits from itsacquisition of the combined towers businesses of Vodafone-Panafon Hellenic Telecommunications CompanySA (ldquoVodafone Greecerdquo) and Wind Hellas or that the integration of the business into Vantage Towers will notgive rise to operational challenges In addition integrating businesses may significantly burden managementand internal resources including through the potential loss or unavailability of key personnel

The Group may in the future acquire minority interests in other companies or enter into joint venturearrangements The potential acquisition of minority interests in other companies or the entry by the Group intojoint venture or other arrangements with them could result in the expected return on the relevant investment notbeing achieved due to the Grouprsquos lack of control over the relevant investment vehicle This may occur becausethe interests of other shareholders may not be the same as those of the Group because the underlying businessdoes not perform as expected because of impairment in the value of such investment or for other reasons

As a result of any of the above the Grouprsquos expansion initiatives may not proceed in accordance with itsplans which could have a material adverse effect on the Companyrsquos business financial condition and results ofoperations

115 Any material increases in the Grouprsquos primary costs or any failure or inability to achieve plannedcost efficiencies including its ground lease optimization program could adversely affect theGrouprsquos margins

The Grouprsquos primary costs are ground lease costs and operating expenses which include maintenancecosts staff costs and other operating expenses

Ground lease costs comprise the rents that the Group pays to landlords to locate telecommunicationsinfrastructure on the landlordsrsquo property They are the Grouprsquos single largest cost and its largest efficiencyopportunity The renewal of a large proportion of the Grouprsquos ground leases within a particular year couldrequire significant upfront rent payments to be made upon such renewal which in turn could decrease theGrouprsquos operating cash flows for that particular year

The remainder of the Grouprsquos costs consist of maintenance costs staff costs and other operating expensesWith the exception of Spain and Greece the Group incurs maintenance costs from the Vodafone Group underthe terms of long-term services agreements Long-term services agreements have been entered into between theVodafone Operator and the local Vantage Towers operating company in each of Germany Spain GreecePortugal the Czech Republic Romania Hungary and Ireland (each a ldquoLong-Term Services Agreementrdquo andtogether the ldquoLong-Term Services Agreementsrdquo) Under these agreements Vodafone enables the Groupamong other things to access the services of third-party service providers with which the Vodafone Group hascontracted through a small number of regional or national maintenance contracts in each market or in the caseof Romania to receive maintenance services provided directly by Vodafone Romania SA (ldquoVodafoneRomaniardquo) In Spain Vantage Towers incurs maintenance costs directly from a third-party service providerand in Greece maintenance services are provided or procured by Victus Networks SA (ldquoVictusrdquo) a jointventure between Vodafone Greece and Wind Hellas the Passive Infrastructure business of which is expected totransfer to Vantage Towers SA (ldquoVantage Towers Greecerdquo) during the first half of 2021 The majority of the

4

Grouprsquos operations and maintenance (ldquoOampMrdquo) contracts are due to expire in 2021 and 2022 and the Groupplans to negotiate stand-alone contracts directly with third-party service providers thereafter The Grouprsquos newOampM contracts may be on terms less favorable to the Group which could result in an increase in the Grouprsquosmaintenance costs

Staff costs include wages and salaries social security contributions accruals related to share-basedpayment retirement benefits and other contingencies commitments or personal expenses

Other operating expenses include energy costs costs under the transitional services agreements enteredinto between the Vodafone Operator and the local Group operating company in each of Germany SpainPortugal Romania Hungary and Ireland (the ldquoTransitional Services Agreementsrdquo) costs under the Long-Term Services Agreements costs under certain support agreements (the ldquoSupport Agreementsrdquo) between theGroup companies and Vodafone Group Services Limited (ldquoVGSLrdquo) (excluding those costs allocated tomaintenance and staff) and other general and administrative costs Other than energy costs these costs arelargely fixed in nature and escalate primarily in line with inflation in each relevant market The Group incursenergy costs in relation to the energy consumed by its customersrsquo Active Equipment (ldquoActive Energyrdquo) and byits own Passive Infrastructure (ldquoPassive Energyrdquo) While Active Energy costs are passed through to theGrouprsquos customers based on consumption with no margin for the Group Passive Energy costs are mostlyoffset by fixed annual fees per Site charged in each of the Grouprsquos markets In Greece Vodafone procurespower for each Site directly from energy suppliers

While there is a fixed element to the Grouprsquos cost base and certain of its costs only increase in line withinflation there remains the risk that certain variable costs will increase faster than expected or that certainfixed cost arrangements will need to be renegotiated on their expiration Accordingly there can be no assurancethat the Grouprsquos costs will not increase in the future or that the Group will be able to successfully pass on anysuch increases in costs to its customers In particular any increases that exceed the caps on the inflation-linkedfee escalators under the Vodafone MSAs and other customer contracts could reduce the Grouprsquos operatingmargins and cash flows and may have a material adverse effect on its financial condition and results ofoperations

Furthermore as part of its strategy the Group will aim to enhance its margins by reducing its groundlease maintenance and energy costs The Group operates a ground lease optimization program through which itis seeking to reduce its ground lease costs by selectively acquiring either the land on which certain of its Sitesare located or the long-term rights of use (ldquoRoUsrdquo) of land or property on margin accretive terms The groundlease optimization program is expected to increase the attractiveness of the Grouprsquos Sites by reducing long-termcosts and securing land ownership or long-term RoUs In addition the Group is focused on improving itsmaintenance costs and energy efficiency The failure or inability to carry out any of these cost efficiencies anyunexpected increases in the costs to carry out any of these initiatives or the failure to achieve the costreductions or other financial or performance benefits expected from any of these efficiencies could have amaterial adverse effect on the Grouprsquos margins

116 New technologies could reduce the use of Site-based mobile services and could make the Grouprsquosbusiness less desirable to or necessary for customers

The development and implementation of new technologies could reduce the use of Site-based mobiletransmission and reception services and could have the effect of decreasing demand for Site space Examples ofnew technologies that may reduce the demand for tower-based antenna space include single antennae that canoperate in multiple frequency bands and spectrally efficient technologies which could potentially relieve somenetwork capacity problems either of which would reduce the need for MNOs to add more tower-based antennaequipment at certain Sites Moreover the emergence of alternative technologies such as the delivery of mobilecommunications by satellites could reduce the need for tower-based mobile services transmission andreception

While Vantage Towers continuously strives to develop its range of services and to monitor thetechnological evolution in the telecommunications sector if it is unable to identify and adapt to shiftingtechnological changes promptly or if it fails to acquire or develop the necessary capabilities and expertise tomatch its customersrsquo changing needs this could cause a loss in customers and a reduction in the Grouprsquosrevenue profitability and cash flows which could have a material adverse effect on the Grouprsquos businessfinancial condition and results of operations

5

117 A reduction in demand for Sites or space on Sites could adversely affect the growth of theGrouprsquos business

Demand for the Grouprsquos Site space is dependent on demand from MNOs such as Vodafone which inturn is dependent on subscriber demand for mobile services Most types of mobile services currently requireground-based network facilities including Sites for transmission and reception The extent to which MNOscontract for Sites or space on Sites depends on a number of factors beyond the Grouprsquos control including thelevel of demand for mobile services the financial condition and access to capital of such MNOs the strategy ofMNOs with respect to owning or leasing Sites changes in telecommunications regulations general economicconditions and population density

Demand for Sites or space on Sites can be adversely affected by changes in government regulationapplicable to MNOs which can negatively affect the number of users of mobile services or the expansion plansof MNOs both of which could adversely affect the demand for Sites Regulation may also limit or prohibitMNOs using certain brands of technology in the development of their mobile communications networksthereby causing changes to their supply chain and delays to their growth plans which may impact the short-term demand for the Grouprsquos services For example regulations that ban or severely restrict the use of Huaweiequipment and services in national 5G network infrastructure may impact MNOsrsquo network development androll out plans which may in turn reduce demand for tenancies on the Grouprsquos Sites and for the construction ofnew BTS Sites While many countries continue to allow Huawei technologies in 5G network infrastructurebans or restrictions on the use of such technologies have been implemented in the United States of America(ldquoUnited Statesrdquo or ldquoUSrdquo) the United Kingdom Japan Australia and New Zealand amongst others Anumber of other countries including certain countries in which the Group operates are considering such bansor restrictions as well If Huawei technologies were banned or severely restricted in markets in which theGroup operates MNOs in these markets could be required to remove Huawei equipment from their networks atconsiderable operational and financial cost which could cause them to amongst other things reduce thenumber of Sites on which they locate their equipment or delay their 5G network roll out plans Any of theseactions would adversely affect demand for tenancies on the Grouprsquos Sites and for new BTS Sites to support theroll out of 5G networks

Demand for the Grouprsquos Sites may also be impacted by MNOs sharing the Active Equipment that theyinstall on the Grouprsquos Sites (referred to as ldquoActive Sharing Arrangementsrdquo) or by market consolidationamong MNOs particularly following recent European Union (ldquoEUrdquo) jurisprudence that has been seen as beingmore permissive of consolidation amongst MNOs in Europe MNOs enter into Active Sharing Arrangementsfor a number of reasons including to reduce the time needed to establish coverage to undertake efficientnetwork investments with other MNOs and limit inefficient network duplication and to rationalize and increasethe efficiency of their networks Typically when MNOs enter into Active Sharing Arrangements or mergecombine or otherwise consolidate one or both MNOs remove their Active Equipment from certain Sites andeffectively remove themselves from designated zones in national markets which may adversely affect towercompanies such as Vantage Towers by causing a reduction in existing tenancies and in demand for futuretenancies While Vodafonersquos current Active Sharing Arrangements contain terms that protect the Grouprsquosprofitability and limit its exposure to the risk and cost of Site decommissioning new Active SharingArrangements amongst MNOs or general consolidation in the market could reduce the overall demand forspace on the Grouprsquos Sites or the possible revenue addressable by the Group which could in turn lead to areduction over time in the Grouprsquos business financial condition and results of operations

In addition a reduction in coverage obligations in any of the Grouprsquos markets could reduce anticipateddemand for the Grouprsquos services For example in a number of the markets in which the Group operatesnational regulators have recently implemented or are expected to implement coverage obligations that requireMNOs to provide network coverage of certain quality over certain areas driving demand for additionaltenancies on the Grouprsquos Sites To the extent that regulators reduce or repeal existing coverage obligations ordo not implement anticipated coverage obligations MNOs may reduce plans to colocate on new Sites or buildnew towers in the areas subject to the coverage obligations which would have an adverse effect on demand forthe Grouprsquos Sites

A reduction in demand for Sites or space on Sites resulting from any of the factors described above couldhave a negative impact on the Grouprsquos ability to grow its revenue in line with its growth strategy

6

118 Demand for the Grouprsquos services is impacted by overall economic conditions particularly in themarkets in which the Group operates

A weak or uncertain economic environment in the markets in which Vantage Towers operates couldadversely impact the Grouprsquos business and the demand for its services For example a decrease or stagnation innational gross domestic products declining levels of confidence by consumers or businesses increased interestrates or rising costs of raw materials could all have an indirect impact on the Grouprsquos business and prospectsSimilarly low levels of inflation could adversely affect the Grouprsquos revenue growth because under the terms ofthe Vodafone MSAs annual revenues are linked to the consumer price index (ldquoCPIrdquo) in the relevant marketHowever if the rate of inflation in the Grouprsquos markets exceeds the caps on CPI-linked revenues in theVodafone MSAs and certain of the Grouprsquos other customer contracts this could also have a negative impact onthe Grouprsquos margins

Economic conditions can be impacted by a number of factors including volatility in global financialmarkets higher interest rates inflation unemployment rates trade policy and conflicts consumer confidencelower corporate earnings tighter credit conditions and both public and private debt levels Furthermoregeopolitical tensions terrorism natural catastrophes epidemics andor pandemics such as the COVID-19pandemic or other unforeseen events may lead to declines in demand for the Grouprsquos services and lowerrevenue for the Group including as a result of unexpected short-term responses from governments in themarkets in which the Group operates

While global economic conditions have been broadly conducive to the Grouprsquos business in recent yearsthe positive momentum in the global economy has been significantly adversely affected by the COVID-19pandemic leaving many countries with a challenging mid-term outlook according to the IMF Europe is facinga recession and a number of structural issues including a lingering debt crisis and political instability in certainEU member states each of which could cause prolonged economic uncertainty or an economic downturnEconomic and financial conditions have also been affected and may continue to be adversely affected by theUnited Kingdomrsquos exit from the European Union (ldquoBrexitrdquo)

In addition global economic developments are currently subject to a high degree of uncertainty withrespect to the stability of the global trade and tariff framework The introduction of new regional orinternational trade barriers including tariffs such as those imposed by the United States on certain imports froma number of trading partners and a broad range of imports from China withdrawal from or renegotiation ofbilateral and multilateral trade agreements by the United States or any countermeasures by regional or globaltrading partners including the EU could have a negative impact on the economic environment in the marketsin which the Group operates and thereby result in a lower level of demand for the Grouprsquos services

Any economic downturn in Europe lower than expected growth or an otherwise uncertain economicoutlook in the markets in which the Group operates or any perception thereof by the Grouprsquos customers couldhave a material adverse effect on demand for the Grouprsquos services and put pressure on the prices the Groupcharges for its services or the costs it incurs resulting in a material adverse effect on its business financialcondition and results of operations

119 Demand for the Grouprsquos services could be affected by its customersrsquo inability to maintain orsecure frequencies for their services

The Grouprsquos main customers have the right to use frequencies to propagate their mobile network servicesbased on adjudication and license and renewal procedures that are beyond the Grouprsquos control While theGrouprsquos activities do not depend on the authorizations relating to the right to use the frequencies owned by theGrouprsquos customers the ability of its customers to maintain the right to use such frequencies depends on theseauthorizations For example the Vodafone Group has authorizations to use certain frequencies in the differentmarkets in which it operates Such authorizations are typically granted by the authorities of each jurisdiction fora limited period of time which may vary Other MNOs are also subject to the same or similar licenses andlimitations There is no certainty that in the future the Grouprsquos customers will be able to retain the right to usefrequencies or that such frequency rights will be renewed upon expiration

Should any of the Grouprsquos customers lose the right to operate on any portion of the frequencies currentlyassigned to them or be unable to secure new spectrum rights required for future technologies this could resultin reduced demand for the Grouprsquos services which could have a material adverse effect on the Grouprsquos revenueand consequently its results of operations

7

1110 The Group is exposed to risks derived from the development maintenance and expansion of itsPassive Infrastructure including the need for ongoing capital expenditure

The Grouprsquos ability to maintain a high level of service depends on its ability to develop maintain andexpand its Passive Infrastructure This requires significant amounts of capital and other long-term expendituresand depends on the Grouprsquos ability to assess the condition of its Passive Infrastructure assets and obtainsufficient financing to finance these projects

It is difficult to estimate the technical life of the Grouprsquos Passive Infrastructure assets with precisionbecause each telecommunications tower is composed of different elements each of which has a differenttechnical life Capital expenditure amounts related to the maintenance of the Grouprsquos Passive Infrastructureassets are expected to be relatively stable but may nevertheless vary from time to time based on factors such asthe cost of machinery construction works and connections to electricity networks New forms of services orPassive Infrastructure may also require higher levels of capital expenditure Any significant increase in capitalexpenditure requirements could have a material adverse effect on the Grouprsquos profitability

Under the Vodafone MSAs there are limited circumstances in which the Group may recharge certaincapital expenditure to the Vodafone Operator in connection with upgrades to existing Sites The Companyotherwise expects to finance its future capital expenditures through a variety of means including internallygenerated cash flows andor external borrowings The actual amount and timing of the Grouprsquos future capitalrequirements may differ from its estimates as a result of among other things (i) unforeseen delays or costoverruns in implementing measures responsive to regulatory reforms (ii) unanticipated expenses(iii) engineering and design changes or (iv) technological changes such as those arising from theunexpected phase-out of technologies There can be no assurance that financing from external sources will beavailable at the time or in the amounts necessary or at competitive rates to meet the Grouprsquos requirements inrelation to these matters

If the Group is unable to obtain financing for capital expenditures this could limit the Grouprsquos ability tomaintain its current operations construct new BTS Sites for Vodafone or other customers respond to regulatoryor technological developments or expand in the future which could have a material adverse effect on theGrouprsquos business financial condition and results of operations

1111 The Grouprsquos Sites or support facilities may be affected by natural disasters force majeure eventsphysical attacks or other unforeseen events or damage

The Grouprsquos Sites and other facilities and the Vodafone shared services centers that support the Grouprsquosoperations including two network operations centers (ldquoNOCsrdquo) are subject to risks associated with naturaldisasters extreme weather or other catastrophic events such as ice wind storms floods landslides mudslidesavalanches earthquakes power outages telecommunication failures network software failures acts ofvandalism or terrorism theft or fuel shortages or other unforeseeable events and damage For example incertain jurisdictions in which the Group operates public perceptions of possible health risks associated withmobile communications technology particularly 5G have resulted in physical attacks including arson beingperpetrated on Sites The Grouprsquos operating procedures may not be adequate to materially limit the potentialdamage that could be caused by these unforeseen events Any damage or destruction in whole or in part toany of the Grouprsquos Sites or support facilities as a result of these or other events could impact its ability tooperate normally and to continue to provide services to its customers There is no assurance that the Grouprsquosinsurance coverage will adequately cover all costs of repairs or that its recovery plans will be sufficientlyeffective Moreover an unforeseen event could impact the Grouprsquos ability to serve its customers and could inturn impact the Grouprsquos reputation and cause a loss to certain customers that could give rise to a claim fordamages or other contractual measures (such as for example the payment of penalties or the right to terminatethe contract itself) The occurrence of any of these events could have a material adverse effect on the Grouprsquosbusiness financial condition and results of operations

1112 The Group or Vodafone on the Grouprsquos behalf engages third-party contractors and suppliers forvarious services and any disruption in or non-performance of those services would adverselyaffect the Grouprsquos ability to effectively meet the expectations of its customers andor maintain itsPassive Infrastructure

The Group or Vodafone on the Grouprsquos behalf engages third-party contractors to provide various servicesin connection with Site construction power management access management security and the maintenance ofSites The Group receives OampM services from third-party providers under the terms of the Long-Term ServicesAgreements in certain of its markets In addition the Vodafone Procurement Company Sagraverl (the ldquoVPCrdquo)

8

Vodafonersquos principal procurement company procures suppliers for services on behalf of Vantage Towerspursuant to procurement agreements (the ldquoProcurement Agreementsrdquo) with the local Group operatingcompanies in Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland TheGroup is therefore exposed to the risk that the services rendered by its third-party contractors will not alwaysbe satisfactory or will not match the Grouprsquos andor its customersrsquo targeted quality levels standards andoperational specifications As a result the Grouprsquos customers may be dissatisfied with its services and theGroup may be required to pay service credits under its customer contracts While under the terms of theProcurement Agreements Group companies are entitled to service credits from the VPC for any failures in theperformance of third-party services if the performance of the Grouprsquos third-party contractors results in itscustomers being dissatisfied this could adversely affect the Grouprsquos reputation business financial conditionand results of operations

Furthermore if the Grouprsquos suppliers are unable to continue to provide timely and reliable services or keyproducts the Group could experience interruptions in the delivery of its services If the Vantage Towers Groupis required to undertake this work itself it would require time and attention from the Grouprsquos management andlead to increased future operating costs while the work is carried out which could in turn materially adverselyaffect its business financial condition and results of operations

1113 The Group is subject to risks relating to its equity investments in INWIT and Cornerstone

The Group owns 332 of the outstanding share capital of INWIT and 50 of the outstanding sharecapital of Cornerstone The Grouprsquos investments in INWIT and Cornerstone are subject to a number of risksand challenges including

bull a period of decline in the share price of INWIT or a change in the current or anticipated operationalperformance of or an announcement of adverse changes or events by INWIT could lead to animpairment charge to the Grouprsquos investment and have an adverse effect on the Companyrsquos shareprice

bull significant asset impairments material asset or business sales changes in operational performance orloss of key personnel at INWIT or Cornerstone amongst other factors could impact the performanceof the Grouprsquos equity investments and impair their ability to achieve their guidance and targets whichcould impact the value of the Grouprsquos investment

bull the Grouprsquos business and legal interests may not always be aligned with those of its joint venturepartners or in the case of INWIT the other shareholders thereof and there can be no assurance thatINWIT Cornerstone or other companies in which the Group invests will be successful or achievetheir planned objectives

bull the Group may not have the level of control over its equity investments that it requires to fulfil itsstrategic goals or to prevent quality control issues inefficiencies or other operational problems

bull each of Telecom Italia SpA (ldquoTelecom Italiardquo) and Telefoacutenica UK may sell its interest in INWIT orCornerstone respectively which could result in disruption to Vantage Towersrsquo business objectivesand strategy and

bull the shareholdersrsquo agreement governing the Grouprsquos investment in INWIT restricts the Grouprsquos abilityto compete separately in Italy

Furthermore Telecom Italia (in respect of INWIT) or Telefoacutenica UK (in respect of Cornerstone) may takeactions contrary to the Grouprsquos requests or contrary to its policies or objectives be unable or unwilling to fulfilltheir obligations under the relevant shareholdersrsquo agreement or have financial difficulties A serious disputewith Telecom Italia or Telefoacutenica UK or serious problems arising in INWIT or Cornerstone may cause the lossof business opportunities or disruption to or termination of the respective shareholdersrsquo agreement Moreover ifeither shareholder commits a material breach of the transfer restrictions under the Cornerstone shareholdersrsquoagreement (which generally prohibit the sale of shares in Cornerstone to a mobile operator in the UnitedKingdom that is a competitor of Vodafone Limited (ldquoVodafone UKrdquo) or Telefoacutenica UK) or is subject toinsolvency they may be required to sell their investment to the non-breaching shareholder under the terms ofthe agreement These buyback rights may be exercised at a price below fair market value in limitedcircumstances A dispute may also give rise to litigation or other legal proceedings which would divertmanagementrsquos attention and other resources

Any of the above risks if they materialize may have a material adverse effect on the Grouprsquos financialcondition and results of operations

9

1114 The Group is dependent on key members of its management team and other qualified personnel

The Group believes that its senior management team contributes significant experience to the managementand growth of its business The success of the business and the Grouprsquos ability to execute on its businessstrategy will depend on the efforts of the senior management team If the relationship with one or more of thesekey figures ends for any reason there is no assurance that the Group will be able to replace them in the shortterm with people of comparable experience and qualifications Any material delay in replacing such individualsmay have an adverse effect on the operations of the Group and the public perception of the strength of theGrouprsquos business

The Grouprsquos success is also dependent on its ability to hire and train competent and committed technicalstaff As its business continues to grow the Group will need to attract additional employees who have therequisite levels of skill and experience Competition for highly trained managers and qualified technicalpersonnel is very intense across Europe and the Group may not be able to attract and retain sufficient numbersof skilled and motivated employees Any failure to do so could have an adverse effect on the Grouprsquos operationof its business

1115 Any deterioration in the Grouprsquos relationships with its employees and their trade unions oremployee representative bodies could impact the Grouprsquos business and reputation

The Group strives for good relationships with its employees trade unions employee representative bodies(such as works councils (Betriebsraumlte)) and other stakeholders to operate its business successfully In certain ofits markets including Germany and Spain the Group is required to comply with collective agreements such ascollective bargaining agreements (Tarifvertraumlge) and in Germany a works council agreement(Betriebsvereinbarungen) that are in place with trade unions works councils and other employeerepresentative bodies

Any deterioration in these relationships including strikes or other types of conflicts with employees ortheir trade unions could adversely impact the Grouprsquos operations Furthermore when current collectiveagreements expire or agreements must be negotiated the Group may not be able to conclude new agreementson terms and conditions that it considers to be reasonable or without work stoppages strikes or similarindustrial action Any strikes conflicts work stoppages or other industrial actions may disrupt the Grouprsquosbusiness damage its reputation and adversely affect its customer relations which could in turn have a materialadverse effect on its business financial condition and results of operations

A number of collective agreements that apply to Vantage Towers impose certain obligations andrestrictions on the Group that may adversely affect its flexibility to undertake adjustments to its workforcerestructurings reorganizations and similar corporate actions in a timely manner or at all For example inGermany in addition to the protections that its employees generally have under applicable employment lawssome of Vantage Towersrsquo employees enjoy some form of special protection against dismissal including undercommitments contained in collective agreements which means that ordinary dismissals of these employees willbe subject to regulatory or contractual restrictions

Moreover any restructuring or reorganizational measures that the Group succeeds in carrying out maystrain relations with employees and their representatives This may in turn make it more difficult for the Groupto subsequently negotiate renew or extend collective agreements in a favorable and timely manner The Groupmay also become subject to new collective agreements which may increase the Grouprsquos operating costs Anyfailure to negotiate wages and other key employment conditions that are reasonable and fair from the Grouprsquosperspective in a manner that avoids collective action could have an adverse effect on the Groupacutes businessfinancial condition and results of operations

1116 One or more of the Grouprsquos MSAs (or those of INWIT or Cornerstone) may not be renewed maybe renewed after Vodafone exits a number of Sites or may be subject to early termination undercertain circumstances

Each Vodafone MSA has an initial term of eight years (until November 2028) and renews automaticallyfollowing the expiration of its initial term for three additional eight-year terms subject to the VodafoneOperatorrsquos right at the end of each term not to extend the agreement In the event that a Vodafone MSA isextended at the end of its initial term the local Vodafone Operator can typically terminate up to 5 of the totalnumber of Site agreements related to Legacy Sites (being certain Sites listed in the Vodafone MSA existing onits effective date (ldquoLegacy Sitesrdquo)) in effect as at the beginning of the final contract year of the initial termtypically increasing to 10 for the second and third terms These rights are in addition to almost all VodafoneOperatorsrsquo annual right to terminate up to 05 of all Site agreements with at least six monthsrsquo prior notice

10

any unused portion of which may be carried forward for two additional years A Vodafone Operator may alsoterminate the Vodafone MSA to which it is a party with immediate effect on providing written notice in certainlimited circumstances including if a competitor of Vodafone acquires control of the Vantage Towers Groupcompany that is party to the agreement in a transaction that other than in Greece takes place after VodafoneGroup Plc has itself given up control of the subject Group company in a previous transaction (a ldquoSubsequentChange of Controlrdquo) Vodafone Greece may also terminate its Vodafone MSA in the event of a materialbreach by Vantage Towers of certain equal treatment or non-compete obligations Should Vodafone choose toexercise its rights not to renew or to terminate one or more of the Vodafone MSAs that individually or togetheraccount for a material amount of the Grouprsquos revenue or to exercise its rights to exit a material number ofLegacy Sites this could result in a material decrease in the Grouprsquos revenue which in turn would have amaterial adverse effect on its business financial condition and results of operations If Vodafone terminated itsMSAs with INWIT or Cornerstone or exited a material number of Sites this could result in a material decreasein INWITrsquos or Cornerstonersquos revenue respectively thereby impacting the value of the Grouprsquos investments inthe respective joint venture and the dividends that it receives from them Finally asset transfer in respect ofSites contributed to or commissioned from Vantage Towers Greece or Cornerstone may be exercised in theevent of an MSA termination right arising from a material breach by Vantage Towers Greece or Cornerstonerespectively of the obligations under the MSAs with their respective current anchor tenants which transfer maybe exercised at a price that is below market value

1117 The provision for restoration costs recorded in the Grouprsquos condensed combined interim financialstatements may be inadequate

In the ordinary course of business the Group is required to dismantle infrastructures and restore Sitesfollowing Site decommissioning in accordance with lease agreements for the land or buildings where thoseSites are located The Group is responsible for the costs of dismantling infrastructures and restoring Sites

The dismantling of Sites reduces the value of assets by an amount equal to the carrying value of thedecommissioned Sites and leads to a reduction in the provision for restoration costs (ie the asset retirementobligation provision)

On a combined basis the Grouprsquos asset retirement obligation provision was EUR 280 million andEUR 320 million as of September 30 2020 and December 31 2020 respectively Going forward this amountwill be affected by decreases in relation to the decommissioning of Sites increases in relation to new Sites andchanges to key estimates such as assumed unit cost of Site restoration inflationdiscount rates and the expecteddate of decommissioning The value of the asset retirement obligation provision is dependent both on the unitcost of Site restoration and inflationdiscount rates which are outside of the Grouprsquos control and could have amaterial adverse effect on its business financial condition and results of operations

1118 The goodwill recorded in the Grouprsquos financial statements might be subject to impairment in thefuture

As shown in the unaudited condensed combined interim financial statements as of and for the threemonths ended December 31 2020 (the ldquoUnaudited Three-Month Condensed Combined Interim FinancialStatementsrdquo) the Group recorded goodwill of EUR 3446 million on a combined basis representing 69 of itstotal equity as of December 31 2020 Intangible assets that have an indefinite useful life are not amortized butrather are subject to impairment tests on at least an annual basis Impairment tests on intangible assets that havean indefinite life carried out in the future may result in recognizable losses

An impairment loss is recognized when the carrying value of the cash-generating unit exceeds therecoverable amount The recoverable amount of a cash-generating unit to which goodwill has been allocated isthe higher of its fair value net of disposal costs and its value in use In calculating the value in use estimatedfuture cash flows are discounted to present value using a pre-tax discount rate that reflects current marketinterest rates considering the length of the investment period and the specific risks associated with the cash-generating unit

The information on which impairment testing is based (including in particular expected cash flows anddiscount rates) is influenced by macroeconomic factors market and regulatory frameworks and assessments offuture events that will not necessarily occur or that may occur in a manner other than that currently foreseenAs a result the information on which impairment tests are based may be subject to variations that are notforeseeable as of the date of this Prospectus

If the Group shows a decreasing ability to generate cash flows and its operating results substantially differfrom and are worse than the forecasts and estimates on which its impairment testing is based the Group may

11

be required to recognize impairment losses and make adjustments to the values registered in the financialstatements which could have a material adverse effect on its financial condition and results of operations

1119 The Grouprsquos Sites may be subject to interruptions or breaches caused by prolonged electricityoutages

The Grouprsquos Sites are exposed to interruptions or other malfunctions caused by prolonged electricityoutages To prevent and respond to energy blackouts the Group is required under the terms of the VodafoneMSAs to maintain battery backup energy sources at its Sites and to use reasonable endeavors to maintainenergy services using mobile Sites or diesel generators The Group is also required to maintain disasterrecovery plans at its Sites to cover service interruptions and allow for the rapid restoration of services if theyare disrupted by a disaster Such back up sources could prove insufficient in the event of a sustained powerblackout which could lead to a loss of customers if not managed appropriately Furthermore the Groupsupplies power to its customersrsquo Active Equipment through a connection to third-party owned energy transportand distribution networks (although in some limited cases power is supplied to the Grouprsquos Sites under theterms of the Grouprsquos lease agreements with its landlords) Such energy networks may be subject to congestionfailures or outages and the operators of these networks may fail to fulfill their contractual obligations relatingto energy transport or distribution or they may terminate the relevant agreements leading to an interruption inenergy supply Any energy network outage could result in significant additional costs for the Group orsignificantly impair its ability to provide services to its customers negatively impacting its reputation in themarket Any of these occurrences could have a material adverse effect on the Grouprsquos business financialcondition and results of operations

1120 A computer system failure security breach or cyberattack could significantly disrupt the Grouprsquosability to operate its business

Vantage Towers is exposed to the risk that third parties or malicious insiders may attempt to usecybercrime techniques including distributed denial of service attacks to disrupt the availability confidentialityand integrity of the information technology (lsquolsquoITrdquo) systems on which the Group relies which could result indisruption to key operations make it difficult to recover critical services and damage assets The Group relieson the Vodafone Grouprsquos IT systems for operational business and technology support under the terms of theSupport Agreement at the Group level and the Long-Term Services Agreements at operating company levelThe Group is also in the process of developing certain of its own IT systems Physical intrusions securitybreaches and other disruptions of or to IT systems and network infrastructure whether owned by Vodafone orVantage Towers could affect the Grouprsquos ability to provide its services properly reducing their quality anddamaging its reputation and could also jeopardize the security of the information recorded or transmittedacross customer networks or Vantage Towersrsquo systems or the integrity of their technical systems Any suchdisruption could have a material adverse impact on the Grouprsquos business

1121 The collapse of all or part of a Site or the occurrence of another Site-related accident may resultin property damage injury or death which may adversely affect the Grouprsquos financial conditionand reputation

If all or part of a Site collapses or if another Site-related accident takes place including but not limitedto accidents associated with working at height or with electricity there is a risk that such events could result inproperty damage injury to or the death of members of the public or employees subcontractors or customerpersonnel This could result in the Group or its senior management being subject to civil damages and criminalpenalties under local law They could also have a negative impact on the Grouprsquos reputation and may affect itsability to win or service future business or recruit employees or may increase the risk of local communityopposition to the Grouprsquos existing Sites or the construction of new Sites The consequences Vantage Towersmay suffer due to the foregoing could have a material adverse effect on the Grouprsquos business financialcondition and results of operations

1122 The Grouprsquos external debt could limit its future financing options and otherwise impact itsbusiness

As of December 31 2020 the Group had EUR 1675 million of Net Financial Debt on a pro forma basisThe Grouprsquos indebtedness may increase in the future for various reasons including to finance expansionarycapital expenditures or other growth opportunities However the Grouprsquos overall leverage may together withthe covenants in its financing arrangements limit its ability to obtain additional funding for working capitalcapital expenditure and growth opportunities in the future as well as its ability to refinance its debt obligations

12

or to pay a dividend In addition it could adversely affect the Grouprsquos flexibility to respond to changingbusiness and economic conditions making it more vulnerable to adverse economic and industry conditionsFurthermore a portion of the Grouprsquos cash flows must be dedicated to interest payments on its indebtednessand are therefore not available for other purposes The Grouprsquos ability to meet its debt service obligations willdepend on its future performance If the Group does not generate enough cash to pay its debt serviceobligations it may be required to refinance all or part of its existing debt sell assets borrow more or raiseequity

1123 The Grouprsquos costs could increase and its revenues could decrease due to perceived health orenvironmental risks from radio emissions and electromagnetic radiation especially if theseperceived risks are substantiated

Public perception of possible health or environmental risks associated with mobile communicationstechnologies particularly the impact of 5G could affect the growth of MNOs which could in turn affect thegrowth of the Group In particular negative public perception of and regulations regarding these perceivedhealth or environmental risks could undermine the market acceptance of mobile communications servicesincrease opposition to the development and expansion of towers and lead to ground lease cost increases wherethe towers are located The potential connection between radio frequency emissions and certain negative healthor environmental effects has been the subject of substantial study by the scientific community in recent yearsand numerous health-related lawsuits have been filed against MNOs and mobile device manufacturers If ascientific study or court decision in one of the markets in which the Group operates or elsewhere resulted in afinding that radio frequency emissions pose health or environmental risks it could negatively impact theGrouprsquos customers and the market for mobile services which could have a material adverse effect on theGrouprsquos business financial condition and results of operations Furthermore the Grouprsquos insurance with respectto the potential harm from electromagnetic radiation may not be sufficient to cover all or a substantial portionof any liability the Group may have

12 Legal Regulatory and Tax Risks

121 The Grouprsquos business and that of its customers is subject to evolving laws and regulations whichcould restrict the Grouprsquos ability to operate its business

The Grouprsquos business and that of its customers is subject to EU national state and local law andregulation governing telecommunications and the construction and operation of mobile telecommunicationsSites These laws and regulations can delay prevent or increase the cost of new Site construction modificationadditions of new Passive Infrastructure or Active Equipment to a Site or Site upgrades thereby limiting theGrouprsquos ability to respond to customer requests and requirements or to expand its operations on any given Site

In the ordinary course of constructing its Passive Infrastructure and providing its services the Group isrequired to obtain maintain and routinely renew a variety of licenses authorizations and other permits fromadministrative and regulatory agencies in the markets in which it operates as well as rights-of-way fromutilities and other private and governmental entities In the future some of these existing licensesauthorizations or permits may be revoked or the Grouprsquos applications for renewals or new leases could bedenied or granted only in part In addition certain licenses for the operation of the Grouprsquos Sites may besubjected to additional terms and conditions with which Vantage Towers cannot comply Existing regulatorypolicies and changes in such policies may materially and adversely affect the timing or cost of expanding theGrouprsquos Site portfolio and additional regulations may be adopted which increase delays result in additionalcosts or prevent completion of the Grouprsquos expansion plans in certain markets Zoning authorities andcommunity organizations may oppose the construction of Passive Infrastructure in their communities whichcould delay prevent or increase the cost of new infrastructure construction modifications or Site upgradesthereby limiting the Grouprsquos ability to respond to its customersrsquo demands and requirements Jurisdictions inwhich the Group currently operates may also enact new or increase existing license fees The Grouprsquos failureto obtain or maintain necessary licenses authorizations and rights-of-way or to comply with the obligationsimposed upon license holders including the payment of fees in one or more countries may result in sanctionsor additional costs including the revocation of authority to provide services in a particular jurisdiction

The existing laws or regulations under which the Group operates may be repealed amended or overruledand new regulation may be promulgated at any time Additionally governmental authorities or courts maychange their interpretation of existing laws or regulations in areas such as network neutrality licensing feesenvironmental matters health and safety regulations privacy intercarrier compensation infrastructure accessterms and pricing interconnection and the market value of property in general or in ways that are particular tothe Grouprsquos industry Such changes in interpretation may increase costs restrict operations or decrease revenue

13

and the Grouprsquos inability or failure to comply with such changes could result in the temporary or permanentsuspension of operations in one or more jurisdictions

Furthermore the Grouprsquos customers are subject to a wide-ranging regulatory regime stemming from EUnational state and local rules and requirements in particular with respect to administrative antitrust andenvironmental matters For example the Grouprsquos customers are subject to rules and regulations that governwhere and under what conditions they can locate their Active Equipment which can indirectly affect theGrouprsquos own operations Should any of the Grouprsquos customers be deemed to be in violation of theseregulations they could be exposed to a range of sanctions including the temporary or definitive shut-down ofoperations on a particular Site which in turn could affect the level of business and revenue the Group derivesfrom such customers Moreover any regulatory decisions relating to the reallocation of frequencies coverageobligations the location of Sites or budgetary measures implemented by national regional or local authoritiescould require or make it advisable for the Group to relocate or shut down some of its Sites or for MNOs tochange or reduce their roll out plans For example a reduction in coverage obligations in any of the Grouprsquosmarkets could reduce anticipated demand for the Grouprsquos services Vantage Towers cannot guarantee thatexisting or future laws or regulations including EU national state regional and local laws will not adverselyaffect its business generate delays in its expansion plans or result in additional costs for the Group Thesefactors may have a material adverse effect on the Grouprsquos business financial condition and results ofoperations

122 Environmental and health regulations impose additional obligations and subject the Group topotential liability

The Group is subject to various environmental and health and safety laws and regulations in the markets inwhich it operates concerning issues such as damage caused by air emissions noise emissions electro-magneticradiation driving working at height and working with electricity These laws can impose liability for non-compliance are increasingly stringent and may in the future create substantial compliance liabilities and costs

While the Group intends to comply with applicable environmental and health and safety regulations it ispossible that such compliance may prove to be costly In addition the Group may become subject to monetaryfines and penalties for violation of applicable laws regulations or administrative orders as well as potentialclean-up liability which could result in the closure or temporary suspension of or adverse restrictions on itsoperations The Group may also in the future become involved in proceedings with various environmentalauthorities that may require the Company to pay fines comply with more rigorous standards or otherrequirements or incur capital and operating expenses for environmental compliance In addition third partiesmay sue the Group for damages and costs resulting from environmental contamination

Although the Group is currently not subject to any material litigation in respect of environmental or healthand safety regulations there can be no assurance that breaches of such regulations have not occurred or will notoccur or be identified or that these regulations will not change in the future in a manner that could have amaterial impact on the Grouprsquos business

In addition to the potential costs and liabilities associated with complying with environmental and healthand safety regulations Vantage Towers is subject to the risk that local associations or groups may oppose theconstruction or operation of the Grouprsquos Passive Infrastructure as a result of alleged negative effects on theenvironment Any such challenge filed with the competent authorities may prevent or delay the construction oroperation of a Site

The occurrence of any of the events described above could have a material adverse effect on the Grouprsquosbusiness financial condition and results of operations

123 The Group is exposed to regulatory and legal risks relating to data protection

The Group is subject to privacy and information security regulations with respect to among other thingsthe use and disclosure of personal data and the confidentiality integrity and availability of such information Inparticular the Group is subject to the stringent requirements of the EUrsquos General Data Protection Regulation(ldquoGDPRrdquo) violation of which carries fines of up to 4 of the Grouprsquos global turnover In addition the GDPRgrants individual data subjects the right to claim damages for violations of their rights under the regulation Itcannot be ruled out that the confidentiality of such data and information will be breached as a result ofcybersecurity attacks or otherwise or that doubts may arise regarding the security of the data and informationcollected and managed by the Group

14

If the Group fails to adequately safeguard confidential personal or other sensitive data or such data iswrongfully used by the Group (or by third parties) or disclosed to unauthorized persons this could result inclaims for damages and other liabilities significant fines and other penalties and the loss of customers andreputation which could in turn have a material adverse effect on the Grouprsquos business financial condition andresults of operations

124 Changes in tax laws regulations or treaties or adverse determinations by taxing authorities couldincrease Vantage Towersrsquo tax burden or otherwise affect its financial condition and results ofoperations

The amount of taxes the Group pays is subject to a variety of tax laws in the jurisdictions in which theCompany and its subsidiaries are organized and operate The Grouprsquos tax liabilities are dependent on thelocation of earnings among these various jurisdictions From time to time proposals are made and legislation isintroduced to change the tax laws regulations or interpretations thereof of various jurisdictions or limit taxtreaty benefits that if enacted could materially increase the Grouprsquos tax burden increase its effective tax rateor otherwise have a material adverse impact on its financial condition and results of operations The Groupcould be subject to increased taxation on a going forward and retroactive basis if certain legislative proposals orregulatory changes are enacted certain tax treaties are amended andor its interpretation of applicable tax orother laws is challenged and determined to be incorrect In particular any alternative interpretations ofapplicable tax laws asserted by a tax authority or changes in tax laws regulations or accounting principles thatlimit Vantage Towersrsquo ability to take advantage of tax treaties between jurisdictions modify or eliminate thedeductibility of various currently deductible payments increase the tax burden of operating or being resident ina particular country result in transfer pricing adjustments or otherwise require the payment of additional taxesmay have a material adverse effect on the Grouprsquos financial condition and results of operations

Furthermore judgement and estimation are required in determining Vantage Towersrsquo calculation andprovision for income sales value-add and other taxes including withholding taxes In the ordinary course ofthe Grouprsquos business there are various transactions including for example intercompany transactions based oncross-jurisdictional transfer pricing and transactions with specific documentation requirements for all of whichthe ultimate tax assessment or the timing of the tax effect is uncertain

The Group is also subject to risks based on transfer pricing rules which apply to domestic and cross-borderbusiness relationships Pursuant to such transfer pricing rules related enterprises are required to conduct anyinter-company transactions per conditions which would also apply among unrelated third parties concludingcomparable agreements (the so-called ldquoarmrsquos length principlerdquo) and to provide sufficient documentation thereofsubject to the rule applicable to them in the relevant jurisdiction It cannot be excluded that one or more taxauthorities might not agree with and thus challenge the cross-jurisdictional transfer pricing model implementedby the Group The consequences might be double taxation in two or more countries Furthermore transferpricing risks may increase in the future in case the intra-group cross-border business grows or changes or sincethe tax authoritiesrsquo interpretation of the armrsquos length principle might change from time to time For exampleVantage Towers derives the majority of its revenue from members of the Vodafone Group Such companiesmust fulfil special requirements regarding the documentation of transfer prices according to specific tax lawssuch as the German Foreign Relations Tax Act (Auszligensteuergesetz) or similar applicable national laws andregulations

Vantage Towersrsquo tax calculations and its interpretation of laws are reviewed by tax authorities which maydisagree with the Grouprsquos tax estimates or judgements and challenge the Grouprsquos assessments in relation to taxfilings or other tax-related documentation and their compliance with applicable tax laws In addition taxauthorities might challenge the factual or legal basis for such tax filings or other tax-related documentationAlthough the Group believes its tax estimates are reasonable the final determination of any such tax audits orreviews could differ from its tax provisions and accruals Vantage Towers could as a result incur additional taxliabilities as well as interest penalties or regulatory administrative or other sanctions related thereto Anyadditional tax liabilities resulting from the aforementioned risks or any interest or any penalties or anyregulatory administrative or other sanctions relating thereto could have a material adverse effect on the Grouprsquosbusiness financial condition and results of operations

125 The Group may be subject to or impacted by litigation or other legal proceedings (civil taxadministrative or otherwise) which could materially adversely affect its business financialcondition and results of operations

The Vantage Towers Group is not currently subject to any litigation or other legal proceedings of amaterial nature However it is subject to the ongoing risk of legal claims and proceedings and regulatory

15

enforcement actions in the ordinary course of its business Vantage Towers may also be impacted by litigationor legal proceedings related to its co-controlled joint ventures In November 2020 Iliad Italia SpA appealed theEuropean Commissionrsquos March 2020 decision to conditionally approve Vodafonersquos and Telecom Italiarsquosacquisition of joint control over INWIT which merged their Passive Infrastructure in Italy to the EU GeneralCourt The Vantage Towers Group is not a party to the appeal In the event that the appeal is upheld and theEuropean Commissionrsquos approval is annulled the acquisition would need to be re-notified to the EuropeanCommission for a new merger clearance If this were to occur there can be no assurance that the EuropeanCommission will re-approve the transaction or that any approval would be subject to the same commitments asthe original approval decision An unfavorable decision by the European Commission in such circumstancesmay have an operational and financial impact on INWIT which could impact its ability to make distributions tothe Group

126 The results of any legal tax and regulatory proceedings cannot be predicted with certainty

The Company cannot guarantee that the results of future legal tax or regulatory proceedings or actionswill not materially harm its business financial condition or results of operations nor can the Companyguarantee that it will not incur material losses in connection with future legal or regulatory proceedings oractions that exceed any provisions the Company may set aside in respect of such proceedings or actions or thatexceed any available insurance coverage Material litigation could have adverse reputational and financialconsequences for the Group Any negative outcome with respect to any legal actions or proceedings in whichone or more Group companies are involved in the future could have a material adverse effect on its businessfinancial condition and results of operations

13 Risks Related to the Grouprsquos Separation from Vodafone

131 Following the Offering Vodafone Group Plc could exert substantial influence on decisions reachedby the general meeting and could have diverging interests from those of the Grouprsquos othershareholders

Upon the completion of the Offering (assuming (i) the placement of 88888889 existing ordinaryregistered shares with no par value (Namensaktien ohne Nennbetrag) (the ldquoBase Sharesrdquo) from the holdings ofVodafone GmbH (ldquoVodafone Germanyrdquo or the ldquoExisting Shareholderrdquo) (ii) the full exercise of the upsizeoption (the ldquoUpsize Optionrdquo) and placement of the maximum 22222222 ordinary registered shares with nopar value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder (the ldquoAdditionalBase Sharesrdquo) and (iii) the full exercise of the option to acquire a number of the Companyrsquos shares equal to13333333 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from theholdings of the Existing Shareholder in connection with a possible over-allotment (the ldquoOver-AllotmentSharesrdquo and together with the Base Shares and the Additional Base Shares the ldquoOffer Sharesrdquo) at the OfferPrice less agreed commissions (ldquoGreenshoe Optionrdquo)) and assuming an Offer Price at the low end of the PriceRange of EUR 2250 Vodafone Group Plc which indirectly holds all of the outstanding share capital of theExisting Shareholder will indirectly hold 7540 of the Companyrsquos shares

As a controlled company the Company is considered to form a ldquode-facto-grouprdquo (faktischer Konzern) withthe Existing Shareholder and Vodafone Group Plc as controlling companies Within such de-facto group theCompany and Vodafone Group Plc have entered into a relationship agreement (the ldquoRelationship Agreementrdquo)with the aim subject to applicable law and always acting reasonably and in good faith to support each other infulfilling their legal obligations

Under the terms of the Relationship Agreement the parties agreed to a number of provisions which couldimpact on the management of the Group For example among other things the Company and VodafoneGroup Plc have agreed to cooperate align and collaborate on certain matters including inter alia (i) to allowVodafone Group Plc or Vodafone Germany to prepare consolidated financial statements capital marketsprospectuses tax reports other mandatory reports and budgets (ii) for the purposes of performing Vodafonegroup audit activities or carry out Vodafone group-wide reporting duties (iii) to ensure compliance withapplicable law and (iv) to support Vodafone Group Plcrsquos or Vodafone Germanyrsquos strategic and refinancingplanning The collaboration obligations also extend to the alignment of the conduct of certain legal proceedingsby the Company or a subsidiary of the Company the implementation and alignment of accounting guidelines aswell as of certain Vodafone Group policies (Konzernrichtlinien) and the policies of the Vantage Towers Groupexternal communication risk management crisis management and corporate social responsibilities and thecollaboration between the control functions of the Company and Vodafone Group Plc

16

Pursuant to a new class of share (the ldquoSpecial Sharerdquo) issued by Central Tower Holding Company BV(ldquoCTHCrdquo) and held by Vodafone Europe BV (ldquoVEBVrdquo) Vodafone will have a veto right over (i) the transferby CTHC of one or more shares in any of its subsidiaries as well as one or more shares in INWIT orCornerstone and (ii) the nomination of any director to be appointed by CTHC to the boards of directors ofINWIT or Cornerstone

Pursuant to section 17 para 2 of the Companyrsquos articles of association (the ldquoArticles of Associationrdquo)resolutions of the general meeting are generally adopted by a simple majority of the votes cast(Stimmmehrheit) unless otherwise required by applicable law After the Offering due to the size of itsshareholding Vodafone Group Plc will be able to indirectly adopt any resolution of the general meetingadopted by a simple majority regardless of how other shareholders vote including but not limited toresolutions on the election of the members of the Companyrsquos supervisory board (Aufsichtsrat) (theldquoSupervisory Boardrdquo) and on the allocation of profits In any of the above contexts the interests of VodafoneGroup Plc may differ from the interests of some or all of the Companyrsquos other shareholders

132 The limited availability and comparability of historical financial information related to the Groupmay make it difficult for investors to evaluate the Grouprsquos historical performance and futureprospects

In order to create the Group Vodafone was required to separate certain of its European towerinfrastructure assets (both legally and operationally) into a new stand-alone tower infrastructure operator beingVantage Towers For the purposes of this Prospectus references to the ldquoTowers Businessrdquo are to the businesscarried out by Vodafonersquos European tower infrastructure assets in Germany Spain Portugal the CzechRepublic Romania Hungary and Ireland prior to their separation into Vantage Towers and the process bywhich Vantage Towers was established is referred to as the ldquoReorganizationrdquo

Prior to the Reorganization the Towers Business had not historically operated or been managed as aseparate legal entity within the Vodafone Group The assets of the Towers Business which were held across anumber of Vodafone Group entities were historically used primarily as infrastructure to support the activetransmission equipment of the Vodafone Group or in some cases other MNOs The Towers Business was notmonitored separately by the Vodafone management team and therefore the information required to fullyreconstruct its historical income statements and statements of financial position is not available Accordinglyalthough the unaudited selected financial information of the Towers Business for the twelve months endedMarch 31 2018 2019 and 2020 presented herein (the ldquoSelected Towers Business Financial Informationrdquo)has been derived from the accounting records of Vodafone which form the basis for the IFRS auditedconsolidated financial statements of Vodafone the information is not indicative of the results that would havebeen obtained by the Vantage Towers Group if it had operated under the same legal structure during thoseyears or of the businessrsquos future results Furthermore because of the phased manner in which Vantage Towerswas established which entailed different markets being legally separated from Vodafone and contributed to theGroup at different points in time the Selected Towers Business Financial Information the audited condensedcombined interim financial statements of the Group as of and for the six months ended September 30 2020(the ldquoAudited Six-Month Condensed Combined Interim Financial Statementsrdquo) and the Unaudited Three-Month Condensed Combined Interim Financial Statements (together with the Audited Six-Month CondensedCombined Interim Financial Statements the ldquoCondensed Combined Interim Financial Statementsrdquo)contained in this Prospectus are not directly comparable

133 The Unaudited Pro Forma Financial Information may not be representative of the Grouprsquos futureresults of operations and financial condition

This Prospectus includes a pro forma consolidated income statement of the Group for the twelve monthsended March 31 2020 a pro forma consolidated income statement of the Group for the nine months endedDecember 31 2020 and a pro forma consolidated statement of financial position of the Group as ofDecember 31 2020 each as accompanied by the related pro forma notes thereto (together the ldquoUnaudited ProForma Financial Informationrdquo) The purpose of the Unaudited Pro Forma Financial Information is toillustrate the material effects that the Reorganization would have had (i) on the unaudited selected financialinformation of the Towers Business and the unconsolidated income statement of Vantage Towers AG for thetwelve months ended March 31 2020 as if the Reorganization had occurred on April 1 2019 for purposes ofthe pro forma consolidated income statement of the Group for the twelve months ended March 31 2020 aswell as (ii) on the condensed combined interim financial information of the Group as of and for the ninemonths ended December 31 2020 as if the Reorganization had occurred on April 1 2019 for purposes of thepro forma consolidated income statement of the Group for the nine months ended December 31 2020 or on

17

December 31 2020 for purposes of the pro forma consolidated statement of financial position of the Group asof December 31 2020

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only andshows a hypothetical situation and therefore does not represent the actual financial position or results of theGroup if the Reorganization had occurred on April 1 2019 for purposes of the pro forma consolidated incomestatements of the Group for the twelve months ended March 31 2020 and the nine months ended December 312020 or on December 31 2020 for purposes of the pro forma consolidated statement of financial position ofthe Group as of December 31 2020 The Unaudited Pro Forma Financial Information is based on factuallysupportable pro forma adjustments described in the accompanying notes which the Group considersreasonable It does not include incremental revenues or costs that are not directly related to the Reorganizationthe Offering or any related financing arrangements and does not reflect the results of any future initiativesFuture results of operations may differ materially from those presented in the Unaudited Pro Forma FinancialInformation The Unaudited Pro Forma Financial Information may not give a true picture of the Grouprsquosfinancial position or results nor is it indicative of the results that may or may not be expected to be achievedin the future

134 Vantage Towers may not realize potential benefits from the separation of its business fromVodafone

Vantage Towers may be unable to realize the potential benefits that it expects to achieve by separatingfrom Vodafone These benefits include the Grouprsquos ability to more efficiently utilize its assets and allocatecapital and to develop a distinct investment identity allowing investors to evaluate the merits performance andfuture prospects of the Group separately from those of Vodafone

Vantage Towers may not achieve these and other anticipated benefits for a number of reasons Prior to theReorganization the Towers Business had not been operated or managed as a separate legal entity within theVodafone Group Accordingly the Vantage Towers Group has a limited track record of operating as a stand-alone business and is therefore subject to some of the risks frequently encountered by companies in their earlystages of operation For example the Group may need to implement changes to its cost structure operatingmodel and management arrangements in order to ensure they are optimized to meet the needs of the businessIf Vantage Towers is unable to achieve some or all of the benefits expected to result from its separation fromVodafone or if such benefits are delayed this could have a material adverse effect on the Grouprsquos financialcondition and results of operations

135 If one or more of the Long-Term Services Agreements are terminated or if one or more VodafoneOperators fails to perform its obligations under the Long-Term Services Agreements there is noguarantee that the Group would be able to obtain replacement agreements with third parties inthe future or that the Group would be able to obtain terms that are comparable to the existingarrangements through replacement agreements

In each of Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland aVodafone Operator has entered into a Long-Term Services Agreement with the local Vantage Towers operatingcompany Pursuant to the Long-Term Services Agreements Vodafone Operators generally provide serviceswhich may include but are not limited to OampM field services and supply chain management to local VantageTowers operating companies In Spain the Group contracts directly with vendors for such OampM field serviceswhile in Greece OampM field services are provided or procured by Victus The services provided by theVodafone Operators are intended to provide long-term support to the Grouprsquos operations and are integral to itsservice offering Each Long-Term Services Agreement terminates when the last service provided under therespective agreement expires or is terminated Under the terms of the Long-Term Services Agreements eachservice has an initial term that ranges for periods of up to nine years Unless otherwise specified the initialservice term for each service automatically renews for successive periods of twelve months each unless theservice recipient gives notice of non-renewal or the service is otherwise terminated There can be no assurancethat these agreements will be renewed upon their expiration that they will be renewed on the same terms ifthey are renewed at all or that they will not be terminated prior to their terms of expiration In particular theseagreements may be terminated before their expiration if the Vodafone MSA between the relevant Vodafoneparties to the respective Long-Term Services Agreement is terminated or if other than in Greece there is aSubsequent Change of Control Any failure to continue or renew these arrangements or any failure of anycounterparties to fulfill their obligations thereunder could negatively impact the Grouprsquos ability to provideservices to its customers which in turn could have a material adverse effect on the Grouprsquos business financialcondition and results of operations

18

136 Certain members of the Supervisory Board are also members of Vodafonersquos senior managementteam which may result in conflicts of interest

As of the date of this Prospectus five members of the Supervisory Board hold senior positions atVodafone and hold shares in Vodafone Group Plc including as part of the remuneration they receive fromVodafone Following the Offering these members of Vodafone senior management will continue to be membersof the Supervisory Board Since the interests of Vodafone and the Company are not necessarily always alignedin particular since members of the Vodafone Group are customers of the Group the aforementionedrelationships may result in conflicts of interest There can be no assurance that members of the SupervisoryBoard or the senior management holding senior positions within Vodafone will not take actions that arecontrary to the interests of minority investors in the Shares

137 A Subsequent Change of Control in a Group company could have a material adverse effect on theGrouprsquos business financial condition and results of operations

The Vodafone MSAs the Long-Term Services Agreements (other than in Greece) and the portfoliomanagement agreements entered into in the Czech Republic and Romania (the ldquoPortfolio ManagementAgreementsrdquo) contain a change of control provision pursuant to which each relevant Vodafone Operator mayterminate the agreement to which it is a party if control (as defined in the agreement) of the Vantage TowersGroup company that is party to the agreement is acquired by a competitor of the Vodafone Group in atransaction that other than in Greece takes place after Vodafone Group Plc has itself given up control of thesubject Vantage Towers Group company in a previous transaction The occurrence of such a SubsequentChange of Control could have a material adverse effect on the Vantage Towers Grouprsquos business financialcondition and results of operations

138 As the Group establishes its own core IT infrastructure it may incur substantial additional costsand experience temporary business interruptions

After the Offering the Grouprsquos IT infrastructure and systems will continue to be highly integrated withthose of the Vodafone Group Vantage Towers currently uses and will continue to use a number of VodafonersquosIT systems for operational business and technology support Vodafonersquos IT infrastructure provides support tothe Group in the areas of OampM project roll out and service delivery as well as in certain business andtechnology support areas such as finance supply chain human resources legal and lease management Inaddition to Vodafonersquos IT infrastructure Vantage Towers is working to establish its own core IT infrastructureto support its business functions The Group has begun to roll out applications that will be dedicated to VantageTowers going forward including the Tower Information Management System (ldquoTIMSrdquo) the Digital Twinsoftware solution that will enable the Group and its customers to perform Site activities remotely the customerportal and other systems focused on customer relationship management and financial planning and reportingHowever the Group may not be entirely successful in establishing its own IT systems and any future systemsmay incur higher implementation and running costs than the current arrangements Any failure to avoidoperational interruptions during the implementation of new IT systems or any failure to implement such newsystems could disrupt the Grouprsquos business and lead to liability towards third parties which could have amaterial adverse effect on the Grouprsquos business financial condition and results of operations

139 The Reorganization and the arrangements between the Group and the Vodafone Group werenegotiated in the context of an affiliated relationship

The Vodafone MSAs the Transitional Services Agreements the Long-Term Services Agreements theSupport Agreements the Procurement Agreements other major agreements with Vodafone as well as theGrouprsquos internal policies and procedures for dealing with related parties were negotiated by persons who wereat the time of negotiation members of the Vodafone Group While the Group believes that the terms of thesearrangements are in line with the market terms for transactions of their type and broadly similar to what wouldhave been obtainable from unaffiliated third parties such terms including terms relating to fees performancecriteria contractual or fiduciary duties conflicts of interest limitations on liability indemnification andtermination may be not as favorable to the Group as otherwise might have resulted if the negotiations hadinvolved unrelated parties from the outset

19

14 Risks Related to the Shares and the Listing

141 The Companyrsquos shares have not been publicly traded and there is no guarantee that an activeand liquid market for the Companyrsquos shares will develop or can be maintained

Prior to the Offering there was no public trading market for the Companyrsquos shares As a consequencethere can be no assurance that (i) an active and liquid trading market will develop or continue after theOffering (ii) the share price will not decline below the offer price (the ldquoOffer Pricerdquo) or (iii) prospectiveinvestors will be able to sell their shares at an appropriate price After a book building process the Offer Pricewill be determined by the Existing Shareholder after consultation with BofA Securities Europe SA MorganStanley Europe SE and UBS AG London Branch (together the ldquoJoint Global Coordinatorsrdquo and each aldquoJoint Global Coordinatorrdquo) on behalf of Barclays Bank Ireland Plc Joh Berenberg Gossler amp Co KGBNP PARIBAS Deutsche Bank Aktiengesellschaft Goldman Sachs Bank Europe SE and Jefferies GmbH (theldquoJoint Bookrunnersrdquo and each a ldquoJoint Bookrunnerrdquo and together with the Joint Global Coordinators theldquoUnderwritersrdquo) and may not be indicative of the market price of the Companyrsquos shares after listing The factthat the Existing Shareholder will continue to hold 7540 of the Companyrsquos share capital even after a fullplacement of the Offer Shares (assuming full exercise of the Upsize Option and the Greenshoe Option andassuming an Offer Price at the low end of the Price Range of EUR 2250) limits the number of free float sharesin the Company and could therefore adversely affect the development and maintenance of a liquid tradingmarket for the shares Low liquidity of the Companyrsquos shares may also entail high volatility regarding the shareprice Furthermore Company shares available for stabilization measures during the stabilization period arelimited as they may not exceed 15 of the number of Base Shares Investors may not be able to sell theCompanyrsquos shares at the final Offer Price at a higher price or at all under certain circumstances

142 The market price and trading volume of the Companyrsquos shares may fluctuate significantly andcould decline upon completion of the Offering and investors could lose some or all of theirinvestment There is no assurance that the price at which the shares will be traded following theOffering will be equivalent to or above the Offer Price

The trading volume and price of the Companyrsquos shares may fluctuate significantly The share price isdetermined by the supply of and demand for the shares and may not necessarily reflect the fair value of theCompany Some of the factors that could negatively affect the share price or result in fluctuations in the priceor trading volume of the shares include for example the inability to achieve the Grouprsquos financial andoperational guidance and targets as disclosed in this Prospectus the inability of INWIT or Cornerstone toachieve their respective financial and operational guidance and targets ad hoc developments changes in profitforecasts or estimates fluctuations in the Grouprsquos actual or projected operating results variations in quarterlyresults failure to meet securities analystsrsquo expectations the contents of published research reports about theCompany or the industry segments or securities analysts failing or ceasing to cover the Company following theOffering actions by institutional shareholders and general market conditions or special factors influencingcompanies in the industry in general Fluctuations in the equity markets could also cause the share price todecline though such general fluctuations may not necessarily have any particular basis in the Grouprsquos businessresults of operations and prospects In particular public perceptions of the Group as part of the Vodafone Groupmay result in the Companyrsquos share price being influenced by the price of Vodafone Group shares or therelatively small number of large publicly listed tower infrastructure companies may mean that investors find itdifficult to value the Companyrsquos shares as easily as companies in industries with a higher number ofcomparable publicly listed entities There is no assurance that the price at which the Companyrsquos shares will betraded following the Offering will be equivalent to or above the Offer Price Investors might therefore only beable to sell their Company shares at a price below the Offer Price If the share price declines investors may beunable to resell their Company shares at or above their purchase price and may lose some or all of theirinvestment in the Companyrsquos shares

143 The payment of future dividends will depend among other things on the Grouprsquos results ofoperations financial and investment needs the availability of distributable reserves andshareholder approval

In accordance with the German Stock Corporation Act (Aktiengesetz ldquoAktGrdquo) the general meeting of theCompany decides on the payment of dividends on the recommendation of the Companyrsquos management board(Vorstand) (ldquoManagement Boardrdquo) and the Supervisory Board The Companyrsquos ability to distribute dividendsin the future will among other things depend on the Companyrsquos ability to generate profits its results ofoperations and financing and investment needs as well as the availability of distributable profits ordistributable reserves In addition future debt financing arrangements may also contain covenants which limit

20

the Companyrsquos ability to pay dividends The ability to pay dividends is dependent on the existence of adistributable balance sheet profit as determined for the Company on a stand-alone basis in accordance with theGerman Commercial Code (Handelsgesetzbuch ldquoHGBrdquo) and the AktG In order to determine the balance sheetprofit available for distribution the annual financial profit or loss must be adjusted with the profitloss carryforward from the previous year as well as any withdrawals or contributions made to the reserves The results ofoperations set out in the Condensed Combined Interim Financial Statements are not indicative of the amountsof future dividend payments Any proposals by the Management Board and Supervisory Board regardingdividend payments will be subject to the approval of the general meeting The Company can make nopredictions as to the size of future profits available for distribution whether distributable profits will beachieved at all or whether dividend payments will ultimately be approved and hence the Group cannotguarantee that dividends will be paid for periods after the 12 months ending March 31 2021

144 The Company will face additional administrative requirements and costs as a stand-alone publiclylisted company

As a stand-alone publicly listed company the Company will be responsible for managing among otherthings all of its administrative and employee arrangements its legal affairs and its financial reportingrequirements After the Offering the Company will be subject to the legal requirements for German stockcorporations listed on the regulated market of a public exchange and the German Federal Financial SupervisoryAuthority (Bundesanstalt fuumlr Finanzdienstleistungsaufsicht) as well as the German Securities Trading Act(Wertpapierhandelsgesetz) and the Market Abuse Regulation (ldquoMARrdquo) These requirements include periodicfinancial reporting and other public disclosures of information (including those required by the stock exchangelisting authorities) regular calls and meetings with securities and industry analysts and other requireddisclosures There can be no assurance that the Grouprsquos accounting controlling and legal or other corporateadministrative functions will be capable of responding to these requirements without difficulties andinefficiencies that cause the Group to incur significant additional expenditures andor expose Vantage Towers tolegal regulatory or civil costs or penalties Furthermore the preparation convening and conduct of generalmeetings and the Companyrsquos regular communications with shareholders and potential investors will entailsubstantial expenses

The Grouprsquos management may also need to devote time and other resources to these requirements that itcould have otherwise devoted to other aspects of managing the Grouprsquos operations and these requirementscould also entail substantially increased time commitments and costs for the accounting controlling legal andinvestor relations departments and other Group administrative functions In addition the Group may berequired to hire additional employees or engage outside consultants to comply with such requirements whichcould increase the Grouprsquos costs and expenses

145 Future offerings of equity or equity-linked debt securities may adversely affect the market priceof the Companyrsquos shares

In the future the Group may seek to raise capital through offerings of equity or debt securities (potentiallyincluding convertible debt securities) An issuance of additional equity securities or securities with rights toconvert into equity could have a material adverse effect on the market price of the Companyrsquos shares andwould dilute the economic position and voting rights of existing shareholders if made without grantingsubscription rights to existing shareholders Because the timing and nature of any future offering would dependon market conditions at the time of such an offering the Group cannot predict or estimate the amount timingor nature of future offerings Thus holders of shares bear the risk of future offerings reducing the market priceof the shares andor diluting their shareholdings in the Company In addition the acquisition of othercompanies or investments in companies in exchange for newly issued shares of the Company as well as theexercise of share options by the Grouprsquos employees in the context of future share option programs or theissuance of new shares to employees in the context of employee equity programs such as restricted shares oremployee share participation programs could lead to such dilution Any additional offering of shares by theCompany or the public perception that an offering may occur could also have a negative impact on orincrease the volatility of the market price of the Companyrsquos shares

146 Future sales of the Companyrsquos shares by the Existing Shareholder or investors acquiring shares inthe Offering or the perception that such sales may occur could depress the price of the shares

If the Existing Shareholder (directly or indirectly) or one or more other shareholders of the Company sell asubstantial number of the shares in the Company they hold directly and indirectly following completion of theOffering or a consensus is formed in the market that such a sale is imminent the Companyrsquos share price may

21

decline While the shares that are directly and indirectly held by the Existing Shareholder are subject to lock-up commitments such arrangements are only contractual obligations and are only binding for the agreed lock-up period of 180 days and provide for certain exceptions If such arrangements among the parties are amendedor waived shareholders will not have any right of action against the parties A sale of the Companyrsquos sharesbefore the expiration of the lock-up period therefore cannot be ruled out Any proposed or perceived sale ofshares in the future may significantly depress the share price particularly at the point in time when the lock-uparrangement expires

147 Shareholders outside of Germany may not be able to participate in future rights offerings

Under German corporate law shareholders generally have subscription rights (Bezugsrechte) relating toany shares issued in a capital increase or convertible bonds or bonds with warrants in proportion to theirshareholding subject to certain exceptions which allow for an exclusion of preemptive rights Due torestrictions in other jurisdictions including the United States shareholders outside of Germany may beprohibited under applicable law or excluded under the terms of the capital measure from participating infuture capital measures or such participation may be difficult In addition shareholders may not be able toparticipate in potential future capital measures if they do not have the funds necessary to subscribe for newsecurities or if the subscription rights are excluded This could result in dilution of those shareholdersrsquoproportionate interests in the Company Open market purchases to counteract such dilution could be on termsless favorable than those offered to other shareholders in connection with such a capital increase

148 Shareholders in countries with currencies other than the Euro face additional investment riskfrom currency exchange rate fluctuations in connection with their holding of Company shares

The Companyrsquos shares will be quoted only in Euros and any future payments of dividends if any on theCompanyrsquos shares will be denominated in Euros During recent periods the Euro has fluctuated in valueagainst other world currencies The US dollar or other currency equivalent of any dividends paid on theCompanyrsquos shares or any distributions made would be adversely affected by the depreciation of the Euroagainst the US dollar or such other currencies Accordingly any investment in the Companyrsquos shares by ashareholder whose main currency is not the Euro will be exposed to exchange rate risk so that any depreciationof the Euro in such shareholderrsquos main currency will reduce the value of their equity investment and the valueof any dividends received from the Company

149 The Company is incorporated in Germany and as a result it may not be possible forshareholders to enforce civil liability provisions of the securities laws of the United States againstthe Company its officers or directors

The Company is incorporated under the laws of Germany and all of its assets are located outside theUnited States In addition the members of the Management Board and the Supervisory Board are non-residentsof the United States As a result it may not be possible for the holders of the Companyrsquos shares to effectservice of process upon its directors or officers within the United States or to enforce against the Company orits directors or officers in the United States court judgments based on the civil liability provisions of thesecurities laws of the United States

22

2 GENERAL INFORMATION

21 Responsibility for the Contents of this Prospectus

Vantage Towers AG a stock corporation (Aktiengesellschaft) governed by German law with its registeredoffice (Sitz) in Duumlsseldorf Germany and its registered business address at Prinzenallee 11ndash13 40549Duumlsseldorf Germany registered with the commercial register (Handelsregister) of the local court (Amtsgericht)of Duumlsseldorf Germany under HRB 92244 telephone +49 211 617120 together with BofA Securities EuropeSA 51 rue La Boeacutetie 75008 Paris France LEI 549300FH0WJAPEHTIQ77 (ldquoBofA Securitiesrdquo) MorganStanley Europe SE Groszlige Gallusstraszlige 18 60312 Frankfurt am Main GermanyLEI 54930056FHWP7GIWYY08 (ldquoMorgan Stanleyrdquo) and UBS AG London Branch 5 BroadgateLondon EC2M 2QS United Kingdom LEI BFM8T61CT2L1QCEMIK50 (ldquoUBSrdquo and together with BofASecurities and Morgan Stanley the ldquoJoint Global Coordinatorsrdquo and each a ldquoJoint Global Coordinatorrdquo)and Barclays Bank Ireland Plc One Molesworth Street Dublin 2 Ireland D02 FR29LEI 2G5BKIC2CB69PRJH1W31 Joh Berenberg Gossler amp Co KG Neuer Jungfernstieg 20 20354Hamburg Germany LEI 529900UC2OD7II24Z667 BNP PARIBAS 6 boulevard des Italiens 75009 ParisFrance LEI R0MUWSFPU8MPRO8K5P83 Deutsche Bank Aktiengesellschaft Mainzer Landstraszlige 11-1760329 Frankfurt am Main Germany LEI 7LTWFZYICNSX8D621K86 Goldman Sachs Bank Europe SEMarienturm Taunusanlage 9-10 60329 Frankfurt am Main Germany LEI 8IBZUGJ7JPLH368JE346 andJefferies GmbH Bockenheimer Landstraszlige 24 60323 Frankfurt am Main GermanyLEI 5493004I3LZM39BWHQ75 (the ldquoJoint Bookrunnersrdquo and each a ldquoJoint Bookrunnerrdquo and togetherwith the Joint Global Coordinators the ldquoUnderwritersrdquo) assume responsibility for the content of thisProspectus pursuant to Section 8 of the German Securities Prospectus Act (Wertpapierprospektgesetz) as wellas Article 11 para 1 of the Prospectus Regulation and declare that the information contained in this Prospectusis to best of their knowledge in accordance with the facts and that the Prospectus makes no omission likely toaffect its import

This Prospectus has been approved on March 8 2021 in accordance with Art 20 para 2 of the ProspectusRegulation by the German Federal Financial Supervisory Authority (Bundesanstalt fuumlrFinanzdienstleistungsaufsicht the ldquoBaFinrdquo) Marie Curie Straszlige 24-28 60439 Frankfurt am Main Germany(telephone +49 228 4108 0 website wwwbafinde) as competent authority under the Prospectus RegulationThe BaFin only approves this Prospectus as meeting the standards of completeness comprehensibility andconsistency imposed by the Prospectus Regulation and such approval should not be considered as anendorsement of the Company or its shares Investors should make their own assessment as to the suitability ofinvesting in the shares of the Company

The Companyrsquos LEI is 213800BBQO965UPQ7J59

The Companyrsquos website is wwwvantagetowerscom The information contained on the Companyrsquos websiteis not incorporated by reference in this Prospectus and does not form part of this Prospectus

If any claims are asserted before a court of law based on the information contained in this Prospectus theinvestor appearing as plaintiff may have to bear the costs of translating this Prospectus prior to thecommencement of the court proceedings pursuant to the national legislation of the member states of theEuropean Economic Area

Prospective investors should read the entire document and in particular the section headed ldquoRiskFactorsrdquo when considering an investment in the Company

Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances implythat there has been no change in the Companyrsquos affairs or that the information set forth in this Prospectus iscorrect as of any date subsequent to the date hereof

Neither the Company nor the Underwriters are required by law to update the Prospectus subsequent to thedate hereof except in accordance with Article 23 of the Prospectus Regulation which stipulates that everysignificant new factor material mistake or material inaccuracy relating to the information included in aprospectus which may affect the assessment of the securities and which arises or is noted between the timewhen the prospectus is approved and the closing of the offer period or the time when trading on a regulatedmarket begins whichever occurs later shall be mentioned in a supplement to the prospectus without unduedelay In any event the obligation to supplement a prospectus does no longer apply when a prospectus is nolonger valid The closing of the offer period is expected to occur on March 17 2021 and the time when tradingon a regulated market begins is expected to occur on March 18 2021 Accordingly the validity of theprospectus is expected to expire at the end of the day on March 18 2021

23

22 Purpose of this Prospectus

This Prospectus relates to the public offering in Germany

The offering of 124444444 ordinary registered shares of the Company with no par value (Namensaktienohne Nennbetrag) each such share representing a notional value of EUR 100 in the Companyrsquos share capitaland with full dividend rights in Euros as of April 1 2020 (the ldquoOfferingrdquo) consists of

bull 88888889 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag)from the holdings of the Existing Shareholder (the ldquoBase Sharesrdquo)

bull 22222222 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag)from the holdings of the Existing Shareholder (ldquoAdditional Base Sharesrdquo) with the number ofshares to be actually placed with investors subject to the exercise of an upsize option upon thedecision of the Existing Shareholder in agreement with the Joint Global Coordinators on the date ofpricing based on market demand (ie the Upsize Option) and

bull 13333333 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag)from the holdings of the Existing Shareholder in connection with a possible over-allotment (theldquoOver-Allotment Sharesrdquo and together with the Base Shares and the Additional Base Shares theldquoOffer Sharesrdquo)

Furthermore for the purpose of admission to trading on the regulated market (regulierter Markt) of theFrankfurt Stock Exchange (Frankfurter Wertpapierboumlrse the ldquoFrankfurt Stock Exchangerdquo) (ldquoAdmissionrdquo) aswell as the simultaneous admission to the sub-segment of the regulated market with additional post-admissionobligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) this Prospectusrelates to the Admission of all of the Companyrsquos existing ordinary registered shares being 505782265 existingregistered shares with no par value (Namensaktien ohne Nennbetrag) each such share representing a notionalvalue of EUR 100 in the Companyrsquos share capital and with full dividend rights in Euros as of April 1 2020

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any shares offeredby any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation

23 Validity of this Prospectus

The validity of this Prospectus will expire with the beginning of the trading of the Companyrsquos shareson the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) which isexpected to occur on March 18 2021 and no obligation to supplement this Prospectus in the event ofsignificant new factors material mistakes or material inaccuracies will apply when this Prospectus is nolonger valid

24 Forward-Looking Statements

This Prospectus contains forward-looking statements A forward-looking statement is any statement thatdoes not relate to present or historical facts and events Statements in this Prospectus containing informationrelating to among other things (i) the Grouprsquos future earnings cash flows capital expenditure and profitability(including the detailed guidance and targets set out under ldquo27 Recent Developments and Outlookrdquo) (ii) theGrouprsquos plans and expectations regarding its business (iii) the Grouprsquos strategy (iv) projected industry growthin the markets in which the Group operates including projections relating to numbers of Sites and numbers oftenancies (v) future demand from MNOs operating in the Grouprsquos markets and (vi) future growth of theGrouprsquos business are all examples of forward-looking statements In addition statements made using wordssuch as ldquoanticipatesrdquo ldquocontemplatesrdquo ldquocontinuesrdquo ldquocouldrdquo ldquois likelyrdquo ldquowillrdquo ldquobelievesrdquo ldquoexpectsrdquoldquoassumesrdquo ldquoestimatesrdquo ldquopredictsrdquo ldquointendsrdquo ldquotargetsrdquo or ldquoin its estimationrdquo or the negative of these wordsmay indicate forward-looking statements

The forward-looking statements in this Prospectus are subject to risks and uncertainties as they relate tofuture events and are based on estimates and assessments made to the best of the Companyrsquos presentknowledge These forward-looking statements are based on assumptions uncertainties and other factors theoccurrence or non-occurrence of which could cause the Companyrsquos actual results including the financialcondition and profitability of the Group to differ materially from or fail to meet the expectations expressed orimplied in such forward-looking statements Accordingly investors are strongly advised to consider thisProspectus as a whole and particularly ensure that they have read the following sections of this Prospectus ldquo13Managementrsquos Discussion and Analysis of Financial Condition and Results of Operationsrdquo ldquo14 ProfitForecastrdquo ldquo15 Industry Overviewrdquo ldquo16 Businessrdquo and ldquo272 Outlookrdquo These sections include more detailed

24

descriptions of factors that might have an impact on the Grouprsquos business and the business environment inwhich the Group operates

In light of these factors it is possible that the future events mentioned in this Prospectus might not occurand future projections may prove to be inaccurate In addition the forward-looking estimates and forecastsreproduced in this Prospectus from third-party reports could also prove to be inaccurate (see ldquo211 Sources ofMarket Datardquo for more information on third-party sources used in this Prospectus)

Actual results performance or events may differ materially from those described in forward-lookingstatements due to among other reasons

bull members of the Vodafone Group being unable to meet their obligations to members of the VantageTowers Group

bull the Grouprsquos inability to compete effectively in the European telecommunications infrastructureindustry

bull changes in the terms of the Grouprsquos ground leases

bull the ability of the Group to expand and develop its business

bull reductions in demand for Sites or Site space including as a result of new technologies of MNOsrsquo rollout strategies

bull overall economic conditions particularly in the markets in which the Group operates includingrelated fluctuations in exchange rates

bull increases in the Grouprsquos primary costs or the failure or inability to achieve planned cost efficiencies

bull changes in current or future laws or regulations including coverage obligations

bull the ability of the Group and its management to realize the benefits of the separation from Vodafone

and other factors described in this Prospectus This list of important factors is not exhaustive Theforegoing factors and other uncertainties and events should be carefully considered especially in light of theregulatory political economic social and legal environment in which the Company operates

Neither the Company nor its management can therefore guarantee the future accuracy of the forward-looking statements presented in this Prospectus

Forward-looking statements included in this Prospectus speak only as of the date on which they are madeNeither the Company nor any of the Underwriters assumes any obligation except as required by law to updateany forward-looking statement contained herein

25 Presentation of Financial Information

251 Background

In order to create Vantage Towers Vodafone was required to separate its European tower infrastructureassets in Germany Spain Portugal the Czech Republic Hungary Romania and Ireland (both legally andoperationally) into a new stand-alone tower infrastructure business being Vantage Towers

Prior to the Reorganization the Towers Business had not historically operated or been managed as aseparate legal entity within the Vodafone Group The assets of the Towers Business which were held across anumber of Vodafone entities were historically used primarily as infrastructure to support the Active Equipmentof the Vodafone Group or in some cases other MNOs The Towers Business was not monitored separately bythe Vodafone management team and therefore the information required to fully reconstruct its historicalincome statements and statements of financial position is not available

As a result it is not possible to prepare carve-out financial statements or combined financial statementsregarding the Towers Business in accordance with International Financial Reporting Standards as adopted bythe European Union (ldquoIFRSrdquo) for periods prior to March 31 2020 With regard to the financial informationrelating to the activities of the Towers Business for the periods prior to the Reorganization the financialstatement line items that can be directly identified are

bull revenues from tenants other than Vodafone

bull certain costs which are directly attributable to the tower infrastructure assets such as energy maintenancedepreciation of property plant and equipment ground leases and for the twelve months ended March 31

25

2020 depreciation on lease-related right of use assets and interest on leases recognized under IFRS 16ldquoLeasesrdquo and

bull the non-current property plant and equipment assets and related asset retirement obligations

Ground leases were accounted for under IAS 17 ldquoLeasesrdquo for the twelve months ended March 31 2018and 2019 and under IFRS 16 ldquoLeasesrdquo for the twelve months ended March 31 2020 Therefore these expenseshave been presented differently in the unaudited selected financial information of the Towers Business for thetwelve months ended March 31 2018 2019 and 2020 presented herein (the ldquoSelected Towers BusinessFinancial Informationrdquo) over these periods

Given the lack of available historical financial information neither the Towers Businessrsquo net workingcapital nor its net financial debt can be identified

252 Financial Statements

The audited condensed combined interim financial statements of the Group as of and for the six monthsended September 30 2020 (the ldquoAudited Six-Month Condensed Combined Interim Financial Statementsrdquo)were prepared by the Company in accordance with IFRS on interim financial reporting (IAS 34) The AuditedSix-Month Condensed Combined Interim Financial Statements were audited in accordance with Section 317HGB and in accordance with German Generally Accepted Standards for Financial Statement Auditspromulgated by the Institut der Wirtschaftspruumlfer (Institute of Public Auditors in Germany) (IDW) by Ernst ampYoung GmbH Wirtschaftspruumlfungsgesellschaft Boumlrsenplatz 1 50667 Koumlln(Cologne) Germany (ldquoEYrdquo) whoissued an independent auditorrsquos report (Bestaumltigungsvermerk) thereon

The unaudited condensed combined interim financial statements of the Group as of and for the threemonths ended December 31 2020 (the ldquoUnaudited Three-Month Condensed Combined Interim FinancialStatementsrdquo and together with the Audited Six-Month Condensed Combined Interim Financial Statements theldquoCondensed Combined Interim Financial Statementsrdquo) were prepared by the Company in accordance withIFRS on interim financial reporting (IAS 34) See ldquo132 Overview of the Grouprsquos Combined FinancialPerformancerdquo for more details on the preparation and comparability of these financial statements

The audited unconsolidated (separate) financial statements of the Company as of and for the shortfinancial year ended March 31 2020 (the ldquoAudited Unconsolidated German GAAP Financial Statementsrdquo)were prepared by the Company in accordance with German generally accepted accounting principles(ldquoGerman GAAPrdquo) pursuant to the HGB EY issued an independent auditorrsquos report (Bestaumltigungsvermerk)thereon in accordance with Section 317 of the HGB and in compliance with German Generally AcceptedStandards for Financial Statement Audits promulgated by the Institut der Wirtschaftspruumlfer in Deutschland e V(Institute of Public Auditors in Germany) (IDW)

The audited unconsolidated financial statements of the Company as of and for the twelve months endedMarch 31 2020 (the ldquoAudited Unconsolidated IFRS Financial Statements 2020rdquo) and the auditedunconsolidated financial statements of the Company as of March 31 2019 and for the period from February 282019 to March 31 2019 (the ldquoAudited Unconsolidated IFRS Financial Statements March 2019rdquo andtogether with the Audited Unconsolidated IFRS Financial Statements 2020 the ldquoAudited UnconsolidatedIFRS Financial Statementsrdquo) were prepared by the Company in accordance with IFRS EY issuedindependent auditorrsquos reports (Bestaumltigungsvermerke) thereon in accordance with Section 317 HGB and incompliance with German Generally Accepted Standards for Financial Statement Audits promulgated by theInstitut der Wirtschaftspruumlfer (Institute of Public Auditors in Germany) (IDW)

The aforementioned financial statements are included in ldquo25 Financial Informationrdquo beginning onpage F-1

Financial data in this Prospectus (i) if presented as ldquoauditedrdquo is taken from the Audited Six-MonthCondensed Combined Interim Financial Statements or from the Audited Unconsolidated German GAAPFinancial Statements or from the Audited Unconsolidated IFRS Financial Statements and (ii) if presented asldquounauditedrdquo is taken or derived from the Unaudited Three-Month Condensed Combined Interim FinancialStatements or from the Selected Towers Business Financial Information or from the Companyrsquos accountingrecords or its internal management reporting systems or derived from the Audited Six-Month CondensedCombined Interim Financial Statements or from the Audited Unconsolidated German GAAP FinancialStatements or from the Audited Unconsolidated IFRS Financial Statements

26

253 Selected Towers Business Financial Information

In order to provide investors with historical financial information about the Towers Business thisProspectus also includes the Selected Towers Business Financial Information The Selected Towers BusinessFinancial Information has been prepared by extracting the directly attributable revenues and certain costs of theTowers Business from the accounting records of the Vodafone Group The Selected Towers Business FinancialInformation has been derived from the accounting records of Vodafone which form the basis for the IFRSaudited consolidated financial statements of Vodafone Certain adjustments have been made for one-off andother items in order to reflect the underlying performance of the Towers Business in each twelve-month periodOne-off and other items comprise items that management does not consider reflective of the underlyingperformance of the Towers Business with the primary adjustment made being the removal of a one-offremeasurement charge on asset retirement obligation assets While these items would not ordinarily be excludedunder IFRS management considers that by excluding them the Selected Towers Business FinancialInformation better reflects the underlying performance of the Towers Business over the periods shown One-offand other items are subject to certain discretion in the allocation of various income and expenses and theapplication of discretion may differ from company to company

The Towers Business did not comprise a separate legal entity or group of entities for the twelve monthsended March 31 2018 2019 and 2020 As the Reorganization comprises the combination of the separateTowers Businesses this meets the definition of a business combination However as the Reorganization isunder common control the accounting does not fall in scope for any existing IFRSs Consequently inaccordance with IAS 8 ldquoAccounting Policies Changes in Accounting Estimates and Errorsrdquo the directors of theCompany must employ judgment to develop and apply an appropriate accounting policy Accordingly thedirectors of the Company have concluded that it is appropriate to account for the combination of the TowersBusinesses by applying the pooling of interests method based on historical carrying values as though thecurrent structure had always been in place a method of accounting for business combinations These historicalcarrying values are determined by reference to the book values recorded under the Vodafone Group accountingpolicies immediately preceding the Reorganization in accordance with the pooling of interests approach Inapplying the pooling of interests method the directors of the Company have considered the requirements ofIFRS 10 ldquoConsolidated Financial Statementsrdquo which in the absence of specific IFRS guidance is considered tobe analogous and relevant for the purposes of accounting for the combination

The Grouprsquos joint venture in Greece was acquired on December 22 2020 following the completion of thedemerger and contribution of approximately 2800 Sites and approximately 2400 Sites by Vodafone Greeceand Wind Hellas respectively into a new jointly owned entity being Vantage Towers SA (ldquoVantage TowersGreecerdquo) The historical financial information of Vantage Towers Greece for the twelve months endedMarch 31 2018 2019 and 2020 is not included in the Selected Towers Business Financial Information because(i) the manner in which revenues and certain costs were historically calculated and recorded for Vodafonersquostower assets in Greece was significantly different from the manner in which such revenues and costs arecalculated as part of Vantage Towers Greece and (ii) the approximately 2400 towers contributed to VantageTowers by Wind Hellas were not owned by Vodafone during the periods covered by the Selected TowersBusiness Financial Information Therefore any revenue or cost items that could be shown for Vodafonersquos towerassets in Greece would be wholly exclusive of the approximately 2400 towers contributed by Wind Hellas Thefinancial information for Vantage Towers Greece is set out in the Unaudited Pro Forma Financial Informationand the Unaudited Three-Month Condensed Combined Interim Financial Statements See ldquo10 Unaudited ProForma Financial Informationrdquo ldquo13 Managementrsquos Discussion and Analysis of Financial Condition and Resultsof Operationsrdquo and ldquo25 Financial Informationrdquo

The same accounting policies and measurement principles as were applied by Vodafone in preparing itsconsolidated financial statements for the twelve months ended March 31 2020 have been used for thepreparation of the Selected Towers Business Financial Information This includes IFRS 16 ldquoLeasesrdquo which wasadopted by Vodafone on April 1 2019 In the Selected Towers Business Financial Information for the twelvemonths ended March 31 2018 and March 31 2019 IAS 17 was applied

Although the accounting policies used in preparing the Selected Towers Business Financial Informationare the same as those used by the Company in preparing the Condensed Combined Interim FinancialStatements and all applicable mandatory accounting principles were taken into account the Selected TowersBusiness Financial Information is not indicative of the results that would have been obtained by the VantageTowers Group if it had operated under the same legal structure during those years or of the businessrsquos futureresults Furthermore the Selected Towers Business Financial Information is not directly comparable with theCondensed Combined Interim Financial Information for the reasons set forth under ldquo133 The Vantage TowersCondensed Combined Interim Financial Statementsrdquo and because the Selected Towers Business Financial

27

Information does not include the Grouprsquos shareholdings in Cornerstone INWIT or Vantage Towers GreeceAccordingly investors are cautioned not to place undue reliance on such information

The table below sets out the Selected Towers Business Financial Information for the twelve months endedMarch 31 2018 2019 and 2020

Twelve months ended March 312018 2019 2020


Revenue 83 88 95Maintenance costs (36) (34) (33)Other operating expenses(1) (337) (349) (139)Depreciation on lease-related right of use assets mdash mdash (202)Depreciation on other property plant and equipment (102) (105) (102)Interest on lease liabilities mdash mdash (22)

Note

(1) Other operating expenses includes EUR 208 million EUR 218 million and EUR 6 million of ground lease costs for the twelvemonths ended March 31 2018 2019 and 2020 respectively Ground leases were accounted for under IAS 17 ldquoLeasesrdquo for thetwelve months ended March 31 2018 and 2019 and under IFRS 16 ldquoLeasesrdquo for the twelve months ended March 31 2020Therefore these expenses have been presented differently in the Selected Towers Business Financial Information over theseperiods For the twelve months ended March 31 2020 ground lease costs are primarily reflected in the line items ldquoDepreciationon lease-related right of use assetsrdquo and ldquoInterest on lease liabilitiesrdquo

For the twelve months ended March 31 2018 2019 and 2020 the Towers Business generated revenue ofEUR 83 million EUR 88 million and EUR 95 million respectively from customers other than Vodafone Theincrease in revenue between the twelve months ended March 31 2018 and the twelve months ended March 312019 was primarily driven by price increases due to a contract price renegotiation with an MNO in SpainSimilarly the increase in revenue between the twelve months ended March 31 2019 and the twelve monthsended March 31 2020 was largely attributable to new tenants and price growth on contract renewals inGermany and Spain with a small portion attributable to an increase in a single customerrsquos tenancies In Spainrevenue increased primarily as a result of an increase in prices on the renewal of expired Individual SiteAgreements (the ldquoISAsrdquo)

For the twelve months ended March 31 2018 2019 and 2020 the Towers Business incurred maintenancecosts of EUR 36 million EUR 34 million and EUR 33 million respectively The decrease in maintenance costsresulted from the conclusion of a maintenance cycle in Germany

For the twelve months ended March 31 2018 2019 and 2020 the Towers Business incurred otheroperating expenses excluding ground lease costs of EUR 129 million EUR 131 million and EUR 133 millionrespectively The increases between the periods were driven by rising inflation

For the twelve months ended March 31 2018 2019 and 2020 the Towers Business incurred ground leasecosts of EUR 208 million EUR 218 million and EUR 230 million respectively The increase in ground leasecosts for the twelve months ended March 31 2019 compared to the twelve months ended March 31 2018reflected contractual price increases and the impact of newly built Sites primarily in Germany The increase inground lease costs for the twelve months ended March 31 2020 compared to the twelve months endedMarch 31 2019 was primarily driven by the adoption of IFRS 16 ldquoLeasesrdquo during the twelve months endedMarch 31 2020 with the prior years presented on an IAS 17 basis Contractual price increases and growth inthe number of Sites also contributed to the increase in ground lease costs

For the twelve months ended March 31 2018 2019 and 2020 the Towers Business incurred depreciationon other property plant and equipment of EUR 102 million EUR 105 million and EUR 102 millionrespectively The increase for the twelve months ended March 31 2019 compared to the twelve months endedMarch 31 2018 was due to an increase in property plant and equipment in Germany The decrease for thetwelve months ended March 31 2020 compared to the twelve months ended March 31 2019 reflected adecrease in the carrying amount of property plant and equipment

28

The table below sets out the Selected Towers Business Financial Information as of March 31 2018 2019and 2020

As of March 312018 2019 2020


AssetsProperty plant and equipment 462 481 1643LiabilitiesLease liabilities mdash mdash (1059)Provisions (138) (194) (248)

For the twelve months ended March 31 2020 the Towers Businessrsquo capital expenditure amounted toEUR 117 million comprising EUR 25 million of maintenance capital expenditure and EUR 92 million of othercapital expenditure

254 Unaudited Pro Forma Financial Information

Due to the limited availability of historical financial information related to the Company and the limitedcomparability of such historical financial information this Prospectus also includes a pro forma consolidatedincome statement of the Group for the twelve months ended March 31 2020 a pro forma consolidated incomestatement of the Group for the nine months ended December 31 2020 and a pro forma consolidated statementof financial position of the Group as of December 31 2020 together with the accompanying notes theretoprepared on the basis of the IDW Accounting Practice Statement Preparation of the Pro Forma FinancialInformation (IDW AcPS AAB 1004) (IDW Rechnungslegungshinweis Erstellung von Pro FormaFinanzinformationen (IDW RH HFA 1004)) as promulgated by the Institut der Wirtschaftspruumlfer inDeutschland e V (Institute of Public Auditors in Germany) (IDW) (the ldquoUnaudited Pro Forma FinancialInformationrdquo) The purpose of the Unaudited Pro Forma Financial Information is to illustrate the materialeffects that the Reorganization would have had (i) on the unaudited selected financial information of theTowers Business and the unconsolidated income statement of Vantage Towers AG for the twelve months endedMarch 31 2020 as if the Reorganization had occurred on April 1 2019 for purposes of the pro formaconsolidated income statement of the Group for the twelve months ended March 31 2020 as well as (ii) on thecondensed combined interim financial information of the Group as of and for the nine months endedDecember 31 2020 as if the Reorganization has occurred on April 1 2019 for purposes of the pro formaconsolidated income statement of the Group for the nine months ended December 31 2020 or onDecember 31 2020 for the pro forma consolidated statement of financial position of the Group as ofDecember 31 2020

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only andshows a hypothetical situation and therefore does not represent the actual financial position or results of theGroup if the Reorganization had occurred on April 1 2019 for purposes of the pro forma consolidated incomestatements of the Group for the twelve months ended March 31 2020 and the nine months ended December 312020 or on December 31 2020 for purposes of the pro forma consolidated statement of financial position ofthe Group as of December 31 2020 The Unaudited Pro Forma Financial Information is based on factuallysupportable pro forma adjustments described in the accompanying notes which the Group considersreasonable It does not include incremental revenues or costs that are not directly related to the Reorganizationthe Offering or any related financing arrangements and does not reflect the results of any future initiativesFuture results of operations may differ materially from those presented in the Unaudited Pro Forma FinancialInformation As a result it may not give a true picture of the Grouprsquos financial position or results nor is itindicative of the results that may or may not be expected to be achieved in the future The Unaudited ProForma Financial Information should be read in conjunction with the Condensed Combined Interim FinancialStatements and the notes thereto included in ldquo25 Financial Informationrdquo

The examination of the Unaudited Pro Forma Financial Information by EY has been carried out inaccordance with IDW Auditing Practice Statement Audit of Pro Forma Financial Information (IDW AuPS99601) (IDW Pruumlfungshinweis Pruumlfung von Pro-Forma-Finanzinformationen (IDW PH 99601))promulgated by the Institut der Wirtschaftspruumlfer in Deutschland e V (Institute of Public Auditors inGermany) (IDW) The Unaudited Pro Forma Financial Information has not been prepared in accordance withRegulation S-X under the Securities Exchange Act of 1934 and the auditing standards generally accepted in theUnited States and accordingly should not be relied upon as if it had been carried out in accordance with thosestandards or any other standards besides the standards mentioned above

29

26 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro FormaBasis

Throughout this Prospectus the Group presents financial measures ratios and adjustments that are notrequired by or presented in accordance with IFRS German GAAP or any other generally accepted accountingprinciples on a combined basis (ldquoNon-IFRS Measuresrdquo) and on a pro forma basis (ldquoAlternative PerformanceMeasuresrdquo) These include Adjusted EBITDA Adjusted EBITDAaL Adjusted EBITDAaL marginAggregated Adjusted EBITDAaL Recurring Operating Free Cash Flow Recurring Free Cash Flow FreeCash Flow Cash Conversion Net Financial Debt and Net Financial Debt to Adjusted EBITDAaL as definedbelow

Definitions

Measure Definition Relevance of its Use

Adjusted EBITDA Adjusted EBITDA is operating profit beforedepreciation on lease-related right of useassets depreciation amortization and gainslosses on disposal for fixed assets andexcluding impairment losses restructuringcosts arising from discrete restructuringplans other operating income and expenseand significant items that are not consideredby management to be reflective of theunderlying performance of the Group

Management uses AdjustedEBITDA to assess and comparethe underlying profitability of thecompany before charges relating tocapital investment capitalstructure tax and leases Themeasure is used as a referencepoint for cross-industry valuation

Adjusted EBITDAaL Adjusted EBITDAaL is Adjusted EBITDAless recharged capital expenditure revenue andafter depreciation on lease-related right of useassets and deduction of interest on leaseliabilities Recharged capital expenditurerevenue represents direct recharges toVodafone of capital expenditure inconnection with upgrades to existing Sites

Management uses AdjustedEBITDAaL as a measure ofunderlying profitability to supportthe capital investment and capitalstructure of the Company after thecost of leases which represent asignificant cost for Vantage Towersand its peers The measure is alsoused as a reference point forvaluation purposes across thebroader telecommunication sector

Adjusted EBITDAaLmargin

Adjusted EBITDAaL margin is AdjustedEBITDAaL divided by revenue excludingrecharged capital expenditure revenue

Management uses AdjustedEBITDAaL margin as a keymeasure of Vantage Towersrsquoprofitability and as a means totrack the efficiency of thebusiness

Aggregated AdjustedEBITDAaL

Aggregated Adjusted EBITDAaL is AdjustedEBITDAaL for the operations in whichVantage Towers has a controlling interestplus Vantage Towersrsquo ownership share of theAdjusted EBITDAaL of INWIT andCornerstone

Management uses AggregatedAdjusted EBITDAaL as ameasure of the total underlyingprofitability of Vantage Towersincluding its co-controlled jointventures after the cost of leaseswhich are a significant cost forVantage Towers and its peers

Recurring OperatingFree Cash Flow

Recurring Operating Free Cash Flow isAdjusted EBITDAaL plus depreciation onlease-related right of use assets and intereston lease liabilities less cash lease costs andmaintenance capital expenditure On a proforma basis cash lease costs are calculatedbased on the sum of depreciation on lease-related right of use assets and interest on leaseliabilities that were incurred by the Groupexcluding the effects from lease reassessmentof the IFRS 16 lease liability and right of use

Management uses RecurringOperating Free Cash Flow as ameasure of the underlyingcashflow available to support thecapital investment and capitalstructure of the Company

30


asset on the sum of the associated depreciationon lease-related right of use assets and intereston lease liabilities which have a non-cashimpact in the respective period Maintenancecapital expenditure is defined as capitalexpenditure required to maintain andcontinue the operation of the existing towernetwork and other Passive Infrastructureexcluding capital investment in new Sites orgrowth initiatives (ldquomaintenance capitalexpenditurerdquo)

Recurring Free CashFlow

Recurring Free Cash Flow is RecurringOperating Free Cash Flow less tax paid andinterest paid and adjusted for changes inoperating working capital

Management uses Recurring FreeCash Flow to assess and comparethe underlying cash flow availableto shareholders which could bedistributed or reinvested inVantage Towers for growth

Free Cash Flow Free Cash Flow is Recurring Free Cash Flowless growth and other capital expenditureincluding ground lease optimization anddividends paid to non-controllingshareholders in subsidiaries plus rechargedcapital expenditure receipts from Vodafonegainslosses for disposal of fixed assets anddividends received from joint ventures andadjusted for changes in non-operating workingcapital and one-off and other items One-offand other items comprise impairment lossesrestructuring costs arising from discreterestructuring plans and other operatingincome and expense and significant itemsthat are not considered by management to bereflective of the underlying performance of theGroup These items are not a recognized termunder IFRS One-off and other items aresubject to certain discretion in the allocationof various income and expenses and theapplication of discretion may differ fromcompany to company One-off and otheritems might also include expenses that willrecur in future accounting periods

Management uses Free Cash Flowas a measure of the underlyingcash flow of Vantage Towers tosupport future capital investmentand the capital structure of theCompany as well as distributionsto shareholders

Cash Conversion Cash Conversion is defined as RecurringOperating Free Cash Flow divided byAdjusted EBITDAaL

Management uses CashConversion to assess and comparethe capital intensity and efficiencyof Vantage Towers

Net Financial Debt Net Financial Debt is defined as long-termborrowings short-term borrowingsborrowings from Vodafone Group companiesand mark-to-market adjustments less cash andcash equivalents and short-term investmentsand excluding lease liabilities

Management uses Net FinancialDebt to assess the capitalstructure of Vantage Towerswithout including the impact oflease liabilities which typicallyhave different types of rights tofinancial debt and can be impactedby the Companyrsquos accountingpolicies

Net Financial Debt toAdjusted EBITDAaL

Net Financial Debt to Adjusted EBITDAaL isNet Financial Debt divided by AdjustedEBITDAaL for a rolling 12-month period

Management uses Net FinancialDebt to Adjusted EBITDAaL toassess the indebtedness of VantageTowers

31

These Non-IFRS Measures on a combined basis and Alternative Performance Measures on a pro formabasis should not be considered as an alternative to the historical financial results or other indicators of theGrouprsquos performance based on IFRS measures They should not be considered as alternatives to earnings aftertax or net profit as indicators of the Grouprsquos performance or profitability or as alternatives to cash flows fromoperating investing or financing activities as an indicator of the Grouprsquos liquidity The Non-IFRS Measures ona combined basis and Alternative Performance Measures on a pro forma basis as defined by the Group maynot be comparable to similarly titled measures as presented by other companies due to differences in the waythe Grouprsquos Non-IFRS Measures on a combined basis and Alternative Performance Measures on a pro formabasis are calculated Even though the Non-IFRS Measures on a combined basis and Alternative PerformanceMeasures on a pro forma basis are used by management to assess ongoing operating performance and liquidityand these types of measures are commonly used by investors they have important limitations as analyticaltools and they should not be considered in isolation or as substitutes for analysis of the Grouprsquos results or cashflows as reported under IFRS

See ldquo11 Non-IFRS Measures on a Combined Basisrdquo and ldquo12 Alternative Performance Measures on a ProForma Basisrdquo for a reconciliation of such Non-IFRS Measures on a combined basis and AlternativePerformance Measures on a pro forma basis respectively to the nearest IFRS measure found in the Grouprsquosfinancial statements and where applicable the method of their calculations

27 INWIT Public Disclosure

Prospective investors should only rely on the information that is provided in this Prospectus As a publiccompany with shares listed on the Milan Stock Exchange INWIT is required to disclose certain information onan ongoing andor periodic basis regarding its business management results of operations financial conditionand risks All information with respect to INWIT in this Prospectus is derived from publicly availableinformation In the case of the INWIT financial information included in the adjustments to the Unaudited ProForma Financial Information the information has been adjusted for a purchase price allocation exerciseperformed in accordance with IFRS 3 This information includes financial information and guidance that hasbeen directly extracted or derived from INWITrsquos public disclosures This financial information includes certainmeasures not defined by IFRS which may be calculated on a different basis from similarly titled measuresused by the Company in this Prospectus

28 Cornerstone Financial Information

This Prospectus includes certain financial information for Cornerstone for the twelve months endedMarch 31 2020 and for the nine months ended December 31 2020 (the ldquoCornerstone FinancialInformationrdquo) The Cornerstone Financial Information has been extracted from Cornerstonersquos accountingrecords and adjusted on a pro forma basis for the signing of revised MSAs with Vodafone UK and TelefoacutenicaUK and accounting policy alignment with the Group For more information on the Cornerstone FinancialInformation see ldquo10 Unaudited Pro Forma Financial Informationrdquo Cornerstone also presents certainAlternative Performance Measures on a pro forma basis being Adjusted EBITDAaL and Recurring Free CashFlow that are defined and calculated in line with Adjusted EBITDAaL and Recurring Free Cash Flow aspresented by Vantage Towers and derived from the Cornerstone Financial Information presented in theUnaudited Pro Forma Financial Information

29 Negative Numbers and Rounding

Unless otherwise indicated financial information presented in the text and tables in this Prospectus isshown in millions of Euros (EUR) rounded to a whole number Percentage changes and ratios as well assubtotals and totals in the text and tables of this Prospectus are calculated based on the respective unroundedunderlying numbers and then rounded to a whole percentage Financial information presented in parenthesesdenotes the negative of such number presented In respect of financial information set out in this Prospectus adash (ldquomdashrdquo) signifies that the relevant figure is not available while a zero (ldquo0rdquo) or nil signifies that the relevantfigure is available but has been rounded to or equals zero

210 Note on Currency

The amounts set forth in this Prospectus in ldquoEURrdquo refer to the single currency of the participating memberstates in the third stage of the European Economic Union pursuant to the Treaty Establishing the EuropeanCommunity The amounts in ldquoGBPrdquo refer to the legal currency of the United Kingdom of Great Britain andNorthern Ireland The Grouprsquos principal functional currency is the Euro and the Combined FinancialStatements have been prepared in Euros

32

211 Sources of Market Data

To the extent not otherwise indicated the information contained in this Prospectus on the marketenvironment market developments market and economic growth rates market trends and competition in themarkets in which the Group operates are based on the Companyrsquos assessments and estimates Theseassessments are in turn based in part on publicly available sources including but not limited to third-partystudies or estimates that are also primarily based on data or figures from publicly available sources They arealso based in part on privately commissioned reports

The following sources were used in the preparation of this Prospectus

bull certain privately commissioned country reports prepared by Analysys Mason on the Czech RepublicGermany Greece Hungary Ireland Portugal Romania and Spain dated 2020 and on the UnitedKingdom dated 2019 along with data from the Analysys Mason Datahub dated 2020 (ldquoAnalysysMasonrdquo)

bull a report prepared by TowerXchange titled ldquoTowerXchange Issue 29rdquo dated July 2020(ldquoTowerXchange Report 2020rdquo)

bull a report prepared by TowerXchange titled ldquoTowerXchange Europe report 2019rdquo dated 2019(ldquoTowerXchange Europe Report 2019rdquo)

bull a description of the BOS Public Safety Digital Radio Network from the Federal Agency for PublicSafety and Radio Federal Republic of Germany available athttpswwwbdbosbunddeENDigitalradiodigital_radio_nodehtml (ldquoFederal Agency for PublicSafety and Radio Reportrdquo)

bull an article prepared by the GSM Association titled ldquoCOVID-19 Network Traffic Surge Isnrsquot ImpactingEnvironment Confirm Telecom Operatorsrdquo dated May 29 2020 (ldquoGSMA 2020rdquo)

bull a report prepared by the GSM Association titled ldquoThe Enablement Effect The impact of mobilecommunications on carbon emission reductionsrdquo dated December 2019 (ldquoGSMA 2019rdquo)

bull a report prepared by Ericsson titled ldquoEricsson Mobility Reportrdquo dated 2020 available athttpswwwericssoncomenmobility-report (ldquoEricsson Mobility Reportrdquo)

bull a report prepared by Omdia titled ldquoOvum Mobile Backhaul and Fronthaul Forecast 2019ndash24rdquo datedNovember 2019 (ldquoOmdia 2019-2024 Forecastrdquo)

bull certain mobile subscriber data prepared by Omdia dated October 2020 (ldquoOmdia MobileSubscribersrdquo)

bull certain mobile penetration data prepared by Omdia dated October 2020 (ldquoOmdia MobilePenetrationrdquo)

bull the half-year results of 1amp1 Drillisch for the period ended June 30 2020 available athttpswww1und1-drillischdeinvestor-relations-en

bull the quarterly results of Cellnex for the period ended September 30 2020 available athttpswwwcellnextelecomcomeninvestor-relationsquarterly-results (ldquoCellnex Q3 2020rdquo)

bull the quarterly results of INWIT for the periods ended March 31 2020 and September 30 2020 eachavailable at httpswwwinwititeninvestors

bull the results of Cornerstone for the 12 months ended March 31 2020 and the nine months endedDecember 31 2020 and

bull certain mobile subscriber data prepared by Fitch Solutions dated January 2021 (ldquoFitch Solutionsrdquo)

Market positioning data is based on the Companyrsquos own assessment and is referred to as ldquoCompanyMarket Position Assessmentrdquo throughout this Prospectus This Company Market Position Assessment isderived from the Companyrsquos analysis of a number of publicly available sources such as the TowerXchangeReport 2020 and the public filings of other tower companies along with broker reports that have been analyzedby the Company in order to make a determination as to the Grouprsquos market position in each of the countries inwhich it operates The Companyrsquos market position analysis is based upon the number of Macro Sites theGroup INWIT or Cornerstone owns or operates in each of its markets and on what it believes to be comparabledata and necessary adjustments for the other tower companies it has analyzed The Grouprsquos estimated marketposition in Spain is based on the number of Macro Sites excluding broadcasting and radio Sites for its

33

competitor Cellnex The Companyrsquos market position analysis excludes Micro Sites (being distributed antennasystems (ldquoDASrdquo) Sites repeater Sites and small cell Sites (ldquoMicro Sitesrdquo)) and transmission Sites which areSites designed to aggregate backhaul traffic Small cell Sites are low-powered radio access nodes typically usedto complement macro cells in areas of high traffic concentration which have smaller cell radii than macro cells(ldquoSmall Cellsrdquo)

This Prospectus also contains estimates of market data and information derived from these estimates thatare generally not available from publications issued by market research firms or from any other independentsources This information is based on the Grouprsquos own analysis and adjustment or supplementation wherenecessary of a combination of publicly available and non-public data including some of which wasindependently commissioned (such analysis the ldquoCompany Internal Analysisrdquo) and as such may differ fromthe estimates made by its competitors or from data collected in the future by various market research firms orother independent sources To the extent the Group derived or summarized the market information contained inthis Prospectus from a number of different studies an individual study is not cited unless the respectiveinformation can be taken from it directly

Third-party sources generally state that the information they contain originates from sources assumed to bereliable but that the accuracy and completeness of such information is not guaranteed and that the calculationscontinued therein are based on assumptions

Irrespective of the assumption of responsibility for the content of this prospectus by the Company and theUnderwriters (see ldquo21 Responsibility for the Contents of this Prospectusrdquo) neither the Company nor theUnderwriters have independently verified the market data and other information on which third parties havebased their studies or the external sources on which the Companyrsquos own estimates are based or make anyrepresentation or give any warranty as to the accuracy or completeness of such information The informationfrom third-party sources that is cited here has been reproduced accurately As far as the Company is aware andis able to ascertain from information published by such third parties no facts have been omitted that wouldrender the reproduced information included in this Prospectus inaccurate or misleading Investors shouldnevertheless consider this information carefully

212 Documents Available for Inspection

For the period during which this Prospectus is valid the following documents or copies thereof will beavailable for inspection on the Companyrsquos website at wwwvantagetowerscom under the sectionwwwvantagetowerscominvestorsipo

bull the Companyrsquos Articles of Association

bull the unaudited condensed combined interim financial statements of the Group prepared in accordancewith IFRS on interim financial reporting (IAS 34) as of and for the three months ended December 312020

bull the audited condensed combined interim financial statements of the Group prepared in accordancewith IFRS on interim financial reporting (IAS 34) as of and for the six months ended September 302020

bull the audited unconsolidated (separate) financial statements of the Company prepared in accordancewith German GAAP pursuant to the HGB as of and for the short financial year ended March 312020

bull the audited unconsolidated financial statements of the Company prepared in accordance with IFRS asof and for the twelve months ended March 31 2020

bull the audited unconsolidated financial statements of the Company prepared in accordance with IFRS asof March 31 2019 and for the period from February 28 2019 to March 31 2019 and

bull the pro forma consolidated income statement of the Group for the twelve months ended March 312020 pro forma consolidated income statement of the Group for the nine months endedDecember 31 2020 and pro forma consolidated statement of financial position of the Group as ofDecember 31 2020 together with the accompanying notes thereto prepared on the basis of the IDWAccounting Practice Statement Preparation of the Pro Forma Financial Information (IDW AcPSAAB 1004) (IDW Rechnungslegungshinweis Erstellung von Pro Forma Finanzinformationen (IDWRH HFA 1004)) as promulgated by the Institute of Public Auditors in Germany (IDW Institut derWirtschaftspruumlfer in Deutschland e V)

34

The future annual consolidated financial statements and half-year interim consolidated financial statementsof the Group as well as annual unconsolidated financial statements of the Company will also be made availableon the Companyrsquos website after the commencement of trading of the Companyrsquos shares on the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) The Companyrsquos future annual consolidated and annualunconsolidated financial statements will also be published in the German Federal Gazette (Bundesanzeiger)

Information on the Companyrsquos website at wwwvantagetowerscom and on the websites of any of itsaffiliates and information accessible via these websites is neither part of nor incorporated by reference intothis Prospectus

213 Time Specifications

References to ldquoCETrdquo in this Prospectus refer to Central European Time or Central European Summertimeas the case may be References to time in this Prospectus refer to CET unless stated otherwise

214 Enforcement of Civil Liabilities

The Company is a stock corporation (Aktiengesellschaft) governed by German law and all of its assets arelocated outside the United States In addition the members of the Management Board and the SupervisoryBoard are non-residents of the United States and substantially all of their assets are located outside the UnitedStates

As a result it may not be possible for investors to effect service of process within the United States uponthe Company or such persons or to enforce against them or the Company judgments of courts of the UnitedStates whether or not predicated upon the civil liability provisions of the federal securities laws of the UnitedStates or other laws of the United States or any state thereof The United States and Germany do not currentlyhave a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercialmatters Therefore a final judgment for payment of money rendered by a federal or state court in the UnitedStates based on civil liability whether or not predicated solely upon United Statesrsquo federal securities laws maynot be enforceable either in whole or in part in Germany Furthermore mandatory provisions of German lawmay apply regardless of any other law that would otherwise apply

However if the party in whose favor such final judgment is rendered brings a new suit in a competentcourt in Germany such party may submit to the German court the final judgment rendered in the United StatesUnder such circumstances a judgment by a federal or state court of the United States against the Company orsuch persons will be regarded by a German court only as evidence of the outcome of the dispute to which suchjudgment relates and a German court may choose to rehear the dispute In addition awards of punitivedamages in actions brought in the United States or elsewhere may be unenforceable in Germany

35

3 REORGANIZATION

Prior to the Reorganization the businesses that comprised the Towers Business were part of the operatingentities of the Vodafone Group in their respective markets and the Vodafone Group held its equity investmentsin INWIT (ie Infrastrutture Wireless Italiane SpA) and Cornerstone (ie Cornerstone TelecommunicationsInfrastructure Limited) through VEBV (ie Vodafone Europe BV) and Vodafone UK (ie Vodafone Limited)respectively The structure chart below shows the simplified structure of the Vodafone Group as it related to theTowers Business and Vodafonersquos equity investments in INWIT and Cornerstone prior to the Reorganization

VodafoneGermany INWIT

VodafonePortugal

VodafoneRomania

VodafoneCzech

Republic

VodafoneHungary

VodafoneIreland

VodafoneGreece

Cornerstone VI2 VEBV

VodafoneUK

VodafoneInvestments

VG Plc

VodafoneSpain Victus

50

10 90 9999

50

VHESL

100 100 100 100 100 9987

100

100 100

100 100

332

LegendDefined Term Full Name Country of Incorporation

Cornerstone Cornerstone TelecommunicationsInfrastructure Limited

England and Wales

INWIT Infrastrutture Wireless Italiane SpA ItalyVEBV Vodafone Europe BV NetherlandsVG Plc Vodafone Group Plc England and WalesVHESL Vodafone Holdings Europe SLU SpainVictus Victus Networks SA GreeceVI2 Vodafone International 2 Limited Jersey (England and Wales

resident for tax purposes)Vodafone Czech Republic Vodafone Czech Republic AS Czech RepublicVodafone Germany Vodafone GmbH GermanyVodafone Greece Vodafone Panafon Hellenic

Telecommunications Company SAGreece

Vodafone Hungary Vodafone Magyarorszaacuteg zrt HungaryVodafone Investments Vodafone Investments Luxembourg

SAgraveRLLuxembourg

Vodafone Ireland Vodafone Ireland Limited IrelandVodafone Portugal Vodafone Portugal Comunicaccediloes

pessoais SAPortugal

Vodafone Romania Vodafone Romania SA RomaniaVodafone Spain Vodafone Espantildea SAU SpainVodafone UK Vodafone Limited England and Wales

36

To achieve a complete legal separation of the Towers Business from the other parts of the Vodafone Groupand to enable a listing of the Company certain key steps were implemented which are described in this sectionAs a result of this Reorganization the Company (i) assumed the German partial operational unit towersbusiness (Teilbetrieb Tower) (the ldquoGerman Towers Businessrdquo) from Vodafone Germany by way of a hive-down by absorption (Ausgliederung zur Aufnahme) as well as further assets by way of a downstream spin-offby absorption (Abspaltung zur Aufnahme) (see ldquo31 German Reorganizationrdquo) and (ii) indirectly acquired thebusinesses forming the Towers Business in Spain Ireland Portugal the Czech Republic Hungary and Romaniaas well as the shareholding in INWIT by way of an acquisition of the shares in CTHC an intermediate holdingcompany under which these businesses were consolidated as part of the Reorganization Subsequently and aspart of the Reorganization CTHC acquired ownership of a 62 shareholding in Vantage Towers Greece and a50 shareholding in Cornerstone These Reorganization steps were implemented at a time when the Companyhad the legal form of a German limited liability company (Gesellschaft mit beschraumlnkter Haftung) prior to thechange of the legal form to a German stock corporation (Aktiengesellschaft) (see ldquo33 Change of the LegalForm of the Companyrdquo) With legal effect as of January 26 2021 the Company changed its legal form to aGerman stock corporation (Aktiengesellschaft) The structure chart below illustrates the simplified structure ofthe Vantage Towers Group resulting from the Reorganization at the date of this Prospectus

Vantage TowersSpain

Vantage TowersPortugal

Vantage TowersRomania

Vantage TowersCzech Republic

Vantage TowersHungary

Vantage TowersIreland Cornerstone

VG Plc

VodafoneInvestments

VEBV

VI2

VodafoneGermany

Company

CTHC

Vantage TowersCzech Republic 2(1)

9010

INWIT

50

Vantage TowersGreece

Vodafone GreekTowerCo

Wind HellasGreek TowerCo

9987

62(3)332

100

100

100

100

100(2)

100 100 100 100 100 100

100

100

() Significant subsidiaries

Notes

(1) Vantage Towers Czech Republic 2 will transfer to the Group during phase 2 of the legal separation of Vodafonersquos towers business inthe Czech Republic For more information see ldquo3214 Czech Republicrdquo

(2) The Company owns 100 of the ordinary shares in CTHC VEBV holds one special share in CTHC For more informationsee ldquo322 Consolidation under CTHC and Issuance of a Special Share in CTHCrdquo

(3) CTHC will acquire the remaining 38 of Vantage Towers Greece after an option to purchase it was triggered by the Companyrsquospublication of its ldquoIntention to Floatrdquo announcement on February 24 2021 The acquisition is expected to complete seven calendardays after Admission See ldquo34 Acquisition of the Remaining 38 of Vantage Towers Greece by CTHCrdquo for more details

Legend

Term Legal Name Country of Incorporation

Company Vantage Towers AG (formerly VantageTowers GmbH)

Germany


England and Wales

CTHC Central Tower Holding Company BV Netherlands

37


INWIT Infrastrutture Wireless Italiane SpA Italy

Vantage Towers CzechRepublic Vantage Towers sro Czech Republic

Vantage Towers CzechRepublic 2 Vantage Towers 2 sro Czech Republic

Vantage Towers Greece Vantage Towers SA Greece

Vantage Towers Hungary Vantage Towers Zrt Hungary

Vantage Towers Ireland Vantage Towers Limited Ireland

Vantage Towers Portugal Vodafone Towers Portugal SA Portugal

Vantage Towers Romania Vantage Towers SRL Romania

Vantage Towers Spain Vantage Towers SL Spain

VEBV Vodafone Europe BV Netherlands

VG Plc Vodafone Group Plc England and Wales

VI2 Vodafone International 2 Limited Jersey (UK resident for taxpurposes)

Vodafone Germany Vodafone GmbH Germany

Vodafone Greek TowerCo Vodafone Greece Towers SA Greece

Vodafone Investments Vodafone Investments Luxembourg Sagraverl Luxembourg

Wind Hellas GreekTowerCo Crystal Almond Towers Single

Member SAGreece

31 German Reorganization

On December 2 2019 Vodafone Germany acquired 100 of the shares in the Company which wasincorporated as a German limited liability company (Gesellschaft mit beschraumlnkter Haftung) at that time froma shelf company provider

Vodafone Germany then transferred the German Towers Business (Teilbetrieb Tower) to the Company byway of a hive-down by absorption (Ausgliederung zur Aufnahme) within the meaning of sec 123 para 3 ndeg1 ofthe German Transformation Act (Umwandlungsgesetz) (the ldquoGerman Hive-Downrdquo) The German Hive-Downbecame legally effective on May 25 2020 upon registration with the commercial register (Handelsregister) ofVodafone Germany and the Company automatically acquired all of the assets and liabilities under the GermanHive-Down belonging to the German Towers Business by way of partial universal succession (partielleUniversalsukzession) in exchange for new shares in the Company being issued to Vodafone Germany(see ldquo212 Development of the Share Capitalrdquo for more information)

The Company changed its legal name from Vodafone Towers Germany GmbH to Vantage Towers GmbHwith legal effect as of July 16 2020

On September 28 2020 Vodafone Germany and the Company concluded a downstream spin-off andtransfer agreement (Abspaltungs- und Uumlbernahmevertrag) pursuant to which 390 non-enterprise DAS Sitestogether with a number of easements were transferred to the Company by way of a spin-off by absorption(Abspaltung zur Aufnahme) within the meaning of sec 123 para 2 ndeg1 of the German Transformation Act(Umwandlungsgesetz) whereby the shareholders of Vodafone Germany waived their right to receive shares inthe Company The downstream spin-off became legally effective upon its registration with the commercialregister (Handelsregister) of Vodafone Germany on October 13 2020

On December 7 2020 Vodafone Germany and the Company concluded an upstream spin-off and transferagreement (Abspaltungs- und Uumlbernahmevertrag) pursuant to which 545 Sites were transferred from theCompany to Vodafone Germany by way of a spin-off by absorption (Abspaltung zur Aufnahme) within themeaning of sec 123 para 2 ndeg1 of the German Transformation Act (Umwandlungsgesetz) whereby theshareholders of Vodafone Germany waived their right to receive shares in the Company The upstream spin-off

38

became legally effective upon its registration with the commercial register (Handelsregister) of the Companyon December 17 2020

32 The Acquisition of the Towers Business (Other than the German Towers Business) by theCompany from VEBV

The indirect acquisition of the businesses forming the Towers Business in Spain Ireland Portugal theCzech Republic Hungary and Romania the 332 shareholding in INWIT the 62 shareholding in VantageTowers Greece and the 50 shareholding in Cornerstone by the Company was carried out through thefollowing key steps

bull preparatory steps pursuant to which the Towers Business in each of Spain Ireland Portugal theCzech Republic Hungary and Romania was separated from the local operating entity of theVodafone Group and in Greece Vantage Towers Greece was formed

bull the consolidation of the newly separated entities (other than the 62 shareholding in VantageTowers Greece) and the 332 shareholding in INWIT under CTHC the new intermediate holdingcompany

bull the acquisition of all ordinary shares in CTHC by the Company from VEBV following thecapitalization of the Company and

bull the subsequent acquisitions of the 62 shareholding in Vantage Towers Greece and the 50shareholding in Cornerstone by CTHC (following its transfer from VEBV to the Company)

321 Separation from the Local Vodafone Group Entities

3211 Spain

Vodafone Espantildea SAU (ldquoVodafone Spainrdquo) transferred its towers business to Vantage Towers SL(formerly Vodafone Towers Spain SL) (ldquoVantage Towers Spainrdquo) by way of a partial spin-off (escisioacutenparcial) executed by operation of law (sucesioacuten universal) with effect from March 18 2020

The demerger was effected by way of a transfer of the assets and liabilities of Vodafone Spain that formedits towers business to Vantage Towers Spain in exchange for the sole shareholder of Vodafone Spain VodafoneHoldings Europe SL (ldquoVHESLrdquo) receiving shares in Vantage Towers Spain at a premium to match the valueof the assets and liabilities transferred On September 25 2020 VHESL transferred 100 of its shares inVantage Towers Spain to VEBV

3212 Ireland

Vodafone Ireland Limited (ldquoVodafone Irelandrdquo) transferred its towers business to Vantage Towers Limited(formerly Vodafone Towers Ireland Limited) (ldquoVantage Towers Irelandrdquo) by way of a business transferagreement dated May 22 2020 with effect from June 1 2020 (the ldquoIrish Business Transferrdquo)

The Irish Business Transfer was effected by way of a transfer of the assets and liabilities that wereexclusively used or held for use in the operation or conduct of the towers business of Vodafone Ireland toVantage Towers Ireland in exchange for VEBV the shareholder of Vodafone Ireland receiving shares inVantage Towers Ireland at a premium to match the value of the assets being transferred Pursuant to the IrishBusiness Transfer and related steps VEBV became the sole shareholder of Vantage Towers Ireland

3213 Portugal

With effect from July 16 2020 Vodafone PortugalmdashComunicaccedilotildees Pessoais SA (ldquoVodafone Portugalrdquo)transferred its towers business to Vodafone Towers Portugal SA (ldquoVantage Towers Portugalrdquo) by way of asimple demerger

Pursuant to the demerger all shares in Vantage Towers Portugal were held by VEBV the sole shareholderof Vodafone Portugal

3214 Czech Republic

The legal separation of the towers business in the Czech Republic was structured in two phases becausethe ground lease agreements related to 1948 Sites used in connection with the Czech towers business containrestrictions on subletting to third parties (the ldquoCzech Consent Required Sitesrdquo)

39

On March 24 2020 VEBV incorporated Vantage Towers sro (formerly Vodafone Towers Czech Republic1 sro) (ldquoVantage Towers Czech Republicrdquo) and Vantage Towers 2 sro (formerly Vodafone Towers CzechRepublic 2 sro) (ldquoVantage Towers Czech Republic 2rdquo) as sister companies of Vodafone Czech Republic as(ldquoVodafone Czech Republicrdquo) in preparation for the following demergers

bull Phase 1 demerger

Under the phase 1 demerger 2145 Sites other than the Czech Consent Required Sites weretransferred to Vantage Towers Czech Republic by way of a spin-off demerger by acquisition(rozděleniacute odštěpeniacutem sloučeniacutem) with legal effect from September 1 2020

While Vodafone Czech Republic retained legal ownership of the Czech Consent Required Sites ittransferred the entire economic activity associated with and the right to exploit the Czech ConsentRequired Sites to Vantage Towers Czech Republic under the terms of a portfolio managementagreement (the ldquoCzech PMArdquo) see ldquo17161 Czech PMArdquo


The consents required in connection with the Czech Consent Required Sites are expected to beobtained by September 30 2022 Any Czech Consent Required Sites that do not receive landlordconsent may need to continue to be owned by Vodafone Czech Republic and may remain subjectto the Czech PMA

Under the phase 2 demerger Vodafone Czech Republic will transfer the Czech Consent RequiredSites to Vantage Towers Czech Republic 2 by way of a spin-off demerger by acquisition (rozděleniacuteodštěpeniacutem sloučeniacutem) on April 1 2023

Upon the completion of the phase 2 demerger and the transfer of Vantage Towers Czech Republic2 to CTHC Vantage Towers Czech Republic as the sole surviving company will merge withVantage Towers Czech Republic 2 as the dissolving company by way of a merger by acquisition(fuacuteze sloučeniacutem) on or shortly after April 2 2023

The commitment to undertake the two demergers was set out in a framework agreement entered into byVodafone Czech Republic Vantage Towers Czech Republic Vantage Towers Czech Republic 2 VEBV andCTHC on July 9 2020

3215 Hungary

On October 31 2020 Vodafone Magyarorszaacuteg Taacutevkoumlzleacutesi Zrt (ldquoVodafone Hungaryrdquo) transferred itsentire towers business (excluding four Sites that could not be transferred due to subletting restrictions and inrespect of which Vantage Towers Hungary will provide Vodafone Hungary with Passive Infrastructuremaintenance services) at net book value to Vantage Towers Zrt (formerly known as Vodafone MagyarorszaacutegToronyvaacutellalat Zrt) (ldquoVantage Towers Hungaryrdquo) by way of a demerger in the form of a division byseparation In accordance with applicable Hungarian laws Vantage Towers Hungary commenced its operationson November 1 2020 Following the demerger VEBV became Vantage Towers Hungaryrsquos sole shareholder

3216 Romania

The legal separation of the towers business in Romania was structured in two phases due to landregistration considerations 1260 Sites in Romania are ground based towers (ldquoGBTsrdquo) which are immovableassets under Romanian law that the Company believes must be registered with the local land registry beforethey are capable of being legally transferred to a third party 1257 GBTs including 15 GBTs underconstruction relating to the Romanian towers business remained unregistered as of May 31 2020 (the balancesheet cut-off date) (the ldquoRomania Registration Required Assetsrdquo and the Sites where those assets arepresent together the ldquoRomania Registration Required Sitesrdquo)

On March 27 2020 VEBV and Vodafone International Holdings BV (ldquoVIHBVrdquo) incorporated VodafoneTowers Romania SRL (ldquoVantage Towers Romaniardquo) as a sister company of Vodafone Romania in preparationfor the following demergers


Under the phase 1 demerger all Sites in Romania other than the Romania Registration RequiredSites were transferred to Vantage Towers Romania by way of a demerger in the form of a spin-offwith legal effect from November 13 2020 and VEBV and VIHBV as shareholders of Vodafone

40

Romania were issued new shares in Vantage Towers Romania pro rata to their respectiveshareholdings in Vodafone Romania

While Vodafone Romania retained the Romania Registration Required Sites it transferred theentire economic activity associated with and the right to exploit the Romania RegistrationRequired Sites to Vantage Towers Romania under the terms of the demerger and a portfoliomanagement agreement (ldquoRomanian PMArdquo) see ldquo17162 Romanian PMArdquo


Under the phase 2 demerger Vantage Towers Romania will on behalf of Vodafone Romania usereasonable endeavors to register the Romania Registration Required Assets with the local landregistry by August 30 2022 and transfer those assets and the associated Sites to Vantage TowersRomania by way of a demerger in the form of a spin-off with effect from February 1 2023 VEBVand VIHBV as shareholders of Vodafone Romania will be issued new shares in Vantage TowersRomania pro rata to their respective shareholdings in Vodafone Romania which will besubsequently transferred to CTHC

The commitment to undertake the two demergers was set out in a framework agreement entered into byVodafone Romania Vantage Towers Romania VEBV VIHBV and CTHC on July 15 2020

3217 Greece

On July 24 2020 VEBV entered into an agreement with Crystal Almond Sagraverl (ldquoCrystal Almondrdquo) thecontrolling shareholder of Wind Hellas (ie Wind Hellas Telecommunications SA) for Vodafone Greece andWind Hellas to partially demerge and subsequently contribute their towers businesses into Vantage TowersGreece a jointly owned entity controlled by VEBV

Vodafone Greece (ie Vodafone-Panafon Hellenic Telecommunications Company SA) transferred itsPassive Infrastructure business to Vodafone Greece Towers SA (ldquoVodafone Greek TowerCordquo) by way of anotarial deed dated November 6 2020 with legal effect from November 17 2020 In exchange for the transferof the assets and liabilities of Vodafone Greece to Vodafone Greek TowerCo Vodafone Greecersquos shareholdersreceived a pro rata issuance of shares in Vodafone Greek TowerCo Wind Hellas transferred its PassiveInfrastructure business to Crystal Almond Towers Single Member SA (ldquoWind Hellas Greek TowerCordquo) byway of a notarial deed dated November 6 2020 with legal effect from November 17 2020 In exchange for thetransfer of assets and liabilities of Wind Hellas to Wind Hellas Greek TowerCo Crystal Almond was issued allof the shares in Wind Hellas Greek TowerCo

322 Consolidation under CTHC and Issuance of a Special Share in CTHC

On April 24 2020 CTHC was incorporated as a wholly owned subsidiary of VEBV under the laws of theNetherlands

On November 19 2020

bull VEBV undertook a cash contribution and a contribution in kind of its shares in Vantage TowersSpain Vantage Towers Ireland Vantage Towers Portugal Vantage Towers Czech RepublicVantage Towers Hungary Vantage Towers Romania and its equity investment in INWIT to CTHCin exchange for the issue of shares by CTHC to VEBV and

bull VIHBV transferred all of its shares in Vantage Towers Romania to CTHC

On November 19 2020 CTHC issued the Special Share (ie a new class of share with special rights) toVEBV in return for EUR 1 The Special Share provides VEBV with a veto right over (i) the transfer by CTHCof one or more shares in any subsidiary of CTHC or in INWIT or Cornerstone and (ii) the nomination of anydirector to be appointed by CTHC to the boards of directors of INWIT or Cornerstone

323 Acquisition of CTHC by the Company

On December 17 2020 following the capitalization of the Company the Company and VEBV enteredinto a notarial deed pursuant to which the Company acquired 100 of the ordinary shares in CTHC fromVEBV with immediate effect

41

324 Acquisition of 62 of Vantage Towers Greece by CTHC

On December 18 2020 Vantage Towers Greece was incorporated On December 21 2020 VEBV andCrystal Almond contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCorespectively to Vantage Towers Greece Following the contributions VEBV and Crystal Almond were issued62 and 38 shareholdings in Vantage Towers Greece respectively

On December 22 2020 VEBV transferred its shares in Vantage Towers Greece to CTHC and VEBVCTHC Vantage Towers Greece and Crystal Almond entered into a deed of novation pursuant to which VEBVassigned to CTHC a call option (the ldquoVantage Towers Greece Call Optionrdquo) to acquire the remaining 38 ofVantage Towers Greece from Crystal Almond for EUR 287500000 in cash expiring on December 31 2021(with the price increasing by 5 if the Vantage Towers Greece Call Option has not completed by July 1 2021)

Vodafone Greece and Wind Hellas each own 50 of Victus Networks SA (ldquoVictusrdquo) a joint venture toshare radio-access network infrastructure VEBV and Crystal Almond have each undertaken to procure thatVictus transfers its Passive Infrastructure business to Vantage Towers Greece following the completion of theVantage Towers Greece Call Option

325 Acquisition of Cornerstone by CTHC

On January 14 2021 CTHC acquired Vodafone UKrsquos 50 shareholding in Cornerstone by way of a sharepurchase agreement dated January 6 2021 Registration of the transfer of the legal title in the Cornerstoneshares to CTHC will take effect following the stamping of the stock transfer form by the tax authorities in theUnited Kingdom which the Company expects to take place shortly

33 Change of the Legal Form of the Company

In order to finalize the Reorganization process on January 18 2021 the Companyrsquos shareholdersrsquo meetingresolved to change the Companyrsquos legal form from a German limited liability company (Gesellschaft mitbeschraumlnkter Haftung) into a German stock corporation (Aktiengesellschaft) under the legal name ldquoVantageTowers AGrdquo pursuant to the German Transformation Act (Umwandlungsgesetz) The changes in legal form andlegal name were registered with the commercial register (Handelsregister) of the local court (Amtsgericht) ofDuumlsseldorf Germany on January 26 2021

34 Acquisition of the Remaining 38 of Vantage Towers Greece by CTHC

The Vantage Towers Greece Call Option was triggered by the publication of the ldquoIntention to Floatrdquoannouncement in respect of Vantage Towers on February 24 2021 CTHC is expected to acquire the remaining38 of Vantage Towers Greece seven calendar days after Admission

42

4 THE OFFERING

41 Subject Matter of the Offering

The Offering of 124444444 ordinary registered shares of the Company with no par value (Namensaktienohne Nennbetrag) each such share representing a notional value of EUR 100 in the Companyrsquos share capitaland with full dividend rights in Euros as of April 1 2020 consists of

bull 88888889 Base Shares

bull 22222222 Additional Base Shares with the number of shares to be actually placed with investorssubject to the exercise of the Upsize Option upon the decision of the Existing Shareholder inagreement with the Joint Global Coordinators on the date of pricing and

bull 13333333 Over-Allotment Shares

The Existing Shareholder aims to achieve targeted minimum gross proceeds of approximately EUR 2000million and targeted maximum gross proceeds of approximately EUR 2800 million from the Offering TheExisting Shareholder will reduce the final number of shares placed in the Offering if the Offer Price exceedsthe low end of the Price Range

For a description of the number of Offer Shares to be placed in the Offering to achieve such minimum ormaximum total gross proceeds see ldquo42 Price Range Offer Period Offer Price and Allotment and Paymentrdquo

The Offering consists of an initial public offering in Germany and private placements in certainjurisdictions outside Germany In the United States the Offer Shares will only be offered and sold to qualifiedinstitutional buyers (ldquoQIBsrdquo) as defined in Rule 144A (ldquoRule 144Ardquo) under the United States Securities Act of1933 (the ldquoSecurities Actrdquo) in transactions exempt from the registration requirements of the Securities ActOutside the United States the Offer Shares will only be offered and sold in offshore transactions in compliancewith Regulation S under the Securities Act (ldquoRegulation Srdquo)

The Offer Shares have not been and will not be registered under the Securities Act or the securities lawsof any other jurisdiction of the United States and may not be offered sold or otherwise transferred to or withinthe United States except pursuant to an exemption from or in a transaction not subject to the registrationrequirements of the Securities Act and in compliance with any applicable securities laws of any state or otherjurisdiction in the United States

Immediately prior to the Offering all of the Companyrsquos share capital was held by the ExistingShareholder Following the completion of the Offering and assuming full placement of the Offer Shares and fullexercise of the Upsize Option and the Greenshoe Option (see ldquo411 Stabilization Measures Over-Allotmentsand Greenshoe Optionrdquo) and assuming an Offer Price at the low end of the Price Range of EUR 2250 theExisting Shareholder will continue to hold 7540 of the Companyrsquos share capital

The Existing Shareholder will receive the proceeds from the sale of the Offer Shares The Company willnot receive any proceeds from the sale of the Offer Shares

BofA Securities Morgan Stanley and UBS are acting as Joint Global Coordinators Barclays BankIreland Plc Joh Berenberg Gossler amp Co KG BNP PARIBAS Deutsche Bank Aktiengesellschaft GoldmanSachs Bank Europe SE and Jefferies GmbH together with the Joint Global Coordinators are acting as JointBookrunners The Joint Global Coordinators and the Joint Bookrunners are acting together as the Underwriters

In making an investment decision each investor must rely on their own examination analysis and enquiryof the Company and the terms of the Offering including the merits and risks involved

None of the Company the Existing Shareholder or the Underwriters or any of the respective affiliates ismaking any representation to any offeree or purchaser of the Offer Shares regarding the legality of aninvestment in the Shares by such offeree or purchaser Each investor should consult with his or her ownadvisors as to the legal tax business financial and related aspects of a purchase of the Offer Shares

The investors also acknowledge that (i) they have not relied on the Underwriters or any person affiliatedwith the Underwriters in connection with any investigation of the accuracy of any information contained in thisProspectus or their investment decision and (ii) they have relied only on the information contained in thisdocument and (iii) that no person has been authorized to give any information or to make any representationconcerning the Company or its subsidiaries or the Offer Shares (other than as contained in this document) andif given or made any such other information or representation should not be relied upon as having beenauthorized by the Company the Existing Shareholder or the Underwriters

43

42 Price Range Offer Period Offer Price and Allotment and Payment

The Price Range for the Offering in which purchase orders may be placed is EUR 2250 to EUR 2900 perOffer Share (the ldquoPrice Rangerdquo)

The period during which investors may submit purchase orders for the Offer Shares is expected tocommence on March 9 2021 and to expire on March 17 2021 (the ldquoOffer Periodrdquo) Offers to purchase OfferShares may be submitted (i) until 1200 pm (noon) (CET) by private investors and (ii) until 200 pm (CET)by institutional investors on the last day of the Offer Period Price limits for purchase orders in Euros fromprivate investors must be expressed in full Euro amounts or increments of 25 50 or 75 cents

Subject to the publication of a supplement to this Prospectus if required the Existing Shareholder afterconsultation with the Joint Global Coordinators as representatives of the Underwriters reserves the right to(i) increase or decrease the total number of Offer Shares (ii) increase or decrease the upper limit andor thelower limit of the Price Range andor (iii) extend or shorten the Offer Period

Such changes will not invalidate any offers to purchase Offer Shares that have already been submitted Ifsuch change requires the publication of a supplement to this Prospectus investors who submitted purchaseorders before the supplement is published shall have the right pursuant to article 23 of the ProspectusRegulation to withdraw these offers to purchase within two working days of the publication of the supplementInstead of withdrawing their offers to purchase Offer Shares placed prior to the publication of the supplementinvestors may change their orders or place new limited or unlimited offers to purchase within two businessdays following the publication of the supplement

Any changes to the terms of the Offering will be published by means of electronic media (such as Reutersor Bloomberg) and if required by the provisions of the MAR or the German Securities Prospectus Act(Wertpapierprospektgesetz) as an ad hoc release via an electronic information dissemination system on theCompanyrsquos website at wwwvantagetowerscom under the section wwwvantagetowerscominvestorsipo and asa supplement to this Prospectus In such case investors who have submitted offers to purchase will not benotified individually Upon the occurrence or non-occurrence of certain customary events (see ldquo235Termination and Indemnificationrdquo) the Joint Global Coordinators on behalf of the Underwriters may terminatethe underwriting agreement entered into between the Company the Existing Shareholder and the Underwriterson March 8 2021 (the ldquoUnderwriting Agreementrdquo) even after commencement of trading (Aufnahme desHandels) of the Companyrsquos shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse) (see ldquo235 Termination and Indemnificationrdquo)

The Existing Shareholder after consultation with the Joint Global Coordinators as representatives of theUnderwriters will decide if and to what extent the Upsize Option is exercised depending on market demandand using the order book prepared during the bookbuilding process The Existing Shareholder may sell up to22222222 Additional Base Shares

The Existing Shareholder aims to achieve targeted minimum gross proceeds of approximatelyEUR 2000 million and targeted maximum gross proceeds of approximately EUR 2800 million from theOffering

If the final Offer Price is set at the mid-point or the high end of the Price Range the final number ofshares of the Company to be placed in the Offering may be significantly lower than at the low end of the PriceRange

In order to achieve the targeted minimum total gross proceeds of approximately EUR 2000 million in theOffering

bull 88888889 Offer Shares would need to be placed in the Offering if the Offer Price would bedetermined at the low point of the Price Range

bull 77669903 Offer Shares would need to be placed in the Offering if the Offer Price would bedetermined at the mid-point of the Price Range and

bull 68965517 Offer Shares would need to be placed in the Offering if the Offer Price would bedetermined at the high end of the Price Range

In order to achieve the targeted maximum total gross proceeds of approximately EUR 2800 million in theOffering

bull all 124444444 Offer Shares would need to be placed in the Offering if the Offer Price would bedetermined at the low point of the Price Range

44



The Existing Shareholder will reduce the final number of shares placed in the Offering if the Offer Priceexceeds the low end of the Price Range

The Offer Price and the final number of shares placed in the Offering will be determined at the end of thebookbuilding process by the Existing Shareholder after consultation with the Joint Global Coordinators asrepresentatives of the Underwriters The Offer Price will be set on the basis of the purchase orders submittedby investors during the Offer Period that have been collated in the order book prepared during the bookbuildingprocess These orders will be evaluated according to the prices offered and the expected investment horizons ofthe respective investors This method of setting the number of Offer Shares that will be placed at the OfferPrice is in principle aimed at maximizing proceeds Consideration will also be given to whether the OfferPrice and the number of Offer Shares to be placed allow for the reasonable expectation that the share price willdemonstrate a steady performance in the secondary market given the demand for the Companyrsquos shares asreflected in the order book Attention will be paid not only to the prices offered by investors and the number ofinvestors interested in purchasing shares at a particular price but also to the composition of the Companyrsquosshareholder structure that would be expected to result at a given price and expected investor behavior TheCompany and the Existing Shareholder will not charge to investors any expenses and taxes related to theOffering

The Offer Price will be determined in Euros

Once the Offer Price has been set the Offer Shares will be allotted to investors on the basis of thepurchase offers then available The Offer Price and the final number of shares placed in the Offering (ie theresults of the Offering) are expected to be published on or about March 17 2021 by means of an ad hocrelease on an electronic information dissemination system and on the Companyrsquos website atwwwvantagetowerscom under the section wwwvantagetowerscominvestorsipo Investors who have placedorders to purchase Offer Shares with one of the Underwriters can obtain information from that Underwriterabout the Offer Price and the number of Offer Shares allotted to them on the business day following the settingof the Offer Price As the commencement of trading (Aufnahme des Handels) of the Companyrsquos shares on theregulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) isexpected to take place on the business day following the setting of the Offer Price investors may not haveobtained information about the number of Offer Shares allotted to them when trading commences Book-entrydelivery of the allotted Offer Shares against payment of the Offer Price is expected to take place on or aboutMarch 22 2021 Should the placement volume prove insufficient to satisfy all orders placed at the Offer Pricethe Underwriters reserve the right to reject orders or to only accept them in part

43 Expected Timetable for the Offering

The anticipated timetable for the Offering which may be extended or shortened and remains subject tochange is as follows

March 8 2021 Approval of this Prospectus by the BaFin

March 9 2021 Publication of the approved Prospectus on the Companyrsquos website atwwwvantagetowerscom under the section wwwvantagetowerscominvestorsipo

Commencement of the Offer Period

Application for admission of the Companyrsquos shares to trading on the regulated marketsegment (regulierter Markt) of the Frankfurt Stock Exchange (FrankfurterWertpapierboumlrse) with simultaneous admission to the sub-segment thereof withadditional post-admission obligations (Prime Standard) of the Frankfurt StockExchange

March 17 2021 Expiry of the Offer Period which will occur at (i) 1200 pm (noon) (CET) for privateinvestors and (ii) 200 pm (CET) for institutional investors on the last day of the OfferPeriod

Admission decision to be issued by the Frankfurt Stock Exchange (FrankfurterWertpapierboumlrse)

45

Determination of the Offer Price and the final number of shares to be allocated

Publication of the Offer Price in the form of an ad hoc release on an electronicinformation dissemination system and on the Companyrsquos website atwwwvantagetowerscom under the section wwwvantagetowerscominvestorsipo

March 18 2021 Commencement of trading of the Companyrsquos shares on the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse)


This Prospectus will be published on the Companyrsquos website at wwwvantagetowerscom under the sectionwwwvantagetowerscominvestorsipo

44 Information on the Shares

441 Share Capital Form of the Shares

As of the date of this Prospectus the share capital of the Company amounts to EUR 505782265 and isdivided into 505782265 existing ordinary registered shares with no par value (Namensaktien ohneNennbetrag) The share capital has been fully paid up

442 Voting Rights

Each share in the Company carries one vote at the Companyrsquos general meeting All of the Companyrsquosshares confer the same voting rights There are no restrictions on voting rights

443 Dividend and Liquidation Rights

The Offer Shares carry full dividend rights in Euros as of April 1 2020 Shareholders who hold the sharesat the time the respective general meetingrsquos resolution on the allocation of the distributable profits is validlypassed are entitled to dividend payments In the event of the Companyrsquos liquidation any proceeds will bedistributed to the holders of the Companyrsquos shares in proportion to their interest in the Companyrsquos share capital

444 Form Certification of the Companyrsquos Shares and Currency of the Securities Issue

As of the date of this Prospectus all of the Companyrsquos shares are ordinary registered shares with no parvalue (Namensaktien ohne Nennbetrag)

The Companyrsquos shares will be represented by two global share certificates (the ldquoGlobal ShareCertificatesrdquo) which will be deposited with Clearstream Banking AG Mergenthalerallee 61 65760 EschbornGermany (ldquoClearstreamrdquo)

Section 6 para 2 of the Articles of Association excludes the shareholdersrsquo right to receive individual sharecertificates to the extent permitted by law unless mandated by the rules of a stock exchange to which theshares are admitted The Management Board is authorized to issue global certificates pursuant to section 6 para2 of the Articles of Association All shares of the Company provide holders thereof with the same rights and noshares provide any additional rights or advantages

The Companyrsquos shares are denominated in Euros

445 Delivery and Settlement

Delivery of the Offer Shares against payment of the Offer Price and customary security commissions isexpected to take place on or about March 22 2021 The Offer Shares will be made available to investors as co-ownership interests in the Global Share Certificates through Clearstream

The Offer Shares purchased in the Offering will be credited in the form of co-ownership interests in theGlobal Share Certificates deposited with Clearstream to a securities deposit account maintained by a Germanbank with Clearstream

46

446 ISINWKNCommon CodeTicker Symbol

International Securities Identification Number (ldquoISINrdquo) DE000A3H3LL2German Securities Code (Wertpapierkennnummer) (ldquoWKNrdquo) A3H 3LLCommon Code 230832161Ticker Symbol VTWR

45 Identification of Target Market

451 European Economic Area

Solely for the purpose of the product governance requirements contained within (a) EU Directive 201465EU on markets in financial instruments as amended (ldquoMiFID IIrdquo) (b) Articles 9 and 10 of CommissionDelegated Directive (EU) 2017593 supplementing MiFID II and (c) local implementing measures (togetherthe ldquoMiFID II Product Governance Requirementsrdquo) and disclaiming all and any liability whether arising intort contract or otherwise which any ldquomanufacturerrdquo (for the purposes of the MiFID II Product GovernanceRequirements) may otherwise have with respect thereto the Offer Shares have been subject to a productapproval process which has determined that the Offer Shares are (i) compatible with an end target market ofretail investors and investors who meet the criteria of professional clients and eligible counterparties each asdefined in MiFID II and (ii) eligible for distribution through all distribution channels as are permitted byMiFID II (the ldquoMIFID II Target Market Assessmentrdquo)

452 United Kingdom

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA HandbookProduct Intervention and Product Governance Sourcebook (the ldquoUK Product Governance Requirementsrdquo)and or any equivalent requirements elsewhere and disclaiming all and any liability whether arising in tortcontract or otherwise which any ldquomanufacturerrdquo (for the purposes of the UK Product GovernanceRequirements andor any equivalent requirements elsewhere) may otherwise have with respect thereto theOffer Shares have been subject to a product approval process which has determined that the Offer Sharesare (i) compatible with an end target market of retail investors and investors who meet the criteria ofprofessional clients and eligible counterparties each defined in Chapter 3 of the FCA Handbook Conduct ofBusiness Sourcebook and (ii) eligible for distribution through all permitted distribution channels (the ldquoUKTarget Market Assessmentrdquo)

453 General

Notwithstanding the MiFID II Target Market Assessment and the UK Target Market Assessmentdistributors should note that the price of the Offer Shares may decline and investors could lose all or part oftheir investment the Offer Shares offer no guaranteed income and no capital protection and an investment inthe Offer Shares is compatible only with investors who do not need a guaranteed income or capital protectionwho (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating themerits and risks of such an investment and who have sufficient resources to be able to bear any losses that mayresult therefrom

The MiFID II Target Market Assessment and the UK Target Market Assessment are without prejudice toany contractual legal or regulatory selling restrictions in relation to the Offering

Furthermore it is noted that notwithstanding the MiFID II Target Market Assessment and the UK TargetMarket Assessment the Underwriters will only procure investors who meet the criteria of professional clientsand eligible counterparties For the avoidance of doubt the MiFID II Target Market Assessment and the UKTarget Market Assessment does not constitute (a) in the case of the MiFID II Target Market Assessment anassessment of suitability or appropriateness for the purposes of MiFID II and in the case of the UK TargetMarket Assessment an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10Arespectively of the FCA Handbook Conduct of Business Sourcebook or (b) a recommendation to any investoror group of investors to invest in or purchase or take any other action whatsoever with respect to the OfferShares Each distributor is responsible for undertaking its own relevant target market assessment in respect ofthe Offer Shares and determining appropriate distribution channels

46 Transferability of Shares and Lock-Up

The Companyrsquos shares are freely transferable in accordance with the legal requirements for registeredshares (Namensaktien) Except for the restrictions set forth in ldquo49 Cornerstone Investmentrdquo ldquo412 Lock-Up

47

Agreement and Limitations on Disposalrdquo and ldquo236 Selling Restrictionsrdquo there are no prohibitions on disposalsor restrictions with respect to the transferability of the Companyrsquos shares

47 Existing Shareholder

Immediately prior to the Offering the Existing Shareholder held 100 of the Companyrsquos outstandingshare capital For a discussion of the ownership structure of the Existing Shareholder see ldquo19 Information onthe Companyrsquos Existing Shareholderrdquo

48 Allotment Criteria

Except for the cornerstone investor agreements and irrevocable investor agreement described below noagreement exists between the Company the Existing Shareholder and the Underwriters as to the allotmentprocedure The allotment of Offer Shares to private investors and institutional investors will be decided by theExisting Shareholder after consultation with the Company and the Joint Global Coordinators The decisionultimately rests with the Existing Shareholder Allotments will be made on the basis of the quality of theindividual investors such as the expected investment horizon and expected trading behavior of the investor andindividual orders and other important allotment criteria to be determined by the Existing Shareholder afterconsultation with the Company and the Joint Global Coordinators ldquoQualified investorsrdquo (qualifizierte Anleger)pursuant to the Prospectus Regulation as well as ldquoprofessional clientsrdquo (professionelle Kunden) and ldquosuitablecounterpartiesrdquo (geeignete Gegenparteien) under the German Securities Prospectus Act(Wertpapierprospektgesetz) are not viewed as ldquoprivate investorsrdquo within the meaning of the allocation rulesThe details of the allotment procedure will be stipulated after expiry of the Offer Period and published inaccordance with the allotment principles

49 Cornerstone Investment

Digital Colony a leading digital infrastructure investor and operator has agreed to be a cornerstoneinvestor in the Offering alongside RRJ Capital a global equity fund based in Singapore Each entered intoseparate cornerstone investor agreements with the Existing Shareholder and the Company Under the terms oftheir respective agreements Digital Colony undertakes to purchase Offer Shares up to an aggregate maximumpurchase price of EUR 500 million and RRJ Capital undertakes to purchase Offer Shares up to an aggregatemaximum purchase price of EUR 450 million in both cases subject to certain customary conditions Thenumber of Offer Shares which each of Digital Colony and RRJ Capital undertakes to purchase is calculated bytheir respective aggregate maximum purchase price divided by the Offer Price and such calculated number ofOffer Shares being rounded down to the next full number The aggregate purchase price to be paid by each ofDigital Colony and RRJ Capital for their respective Offer Shares is the amount equal to the Offer Pricemultiplied by the respective number of Offer Shares The Existing Shareholder agreed to instruct theUnderwriters to preferentially allocate Digital Colony and RRJ Capital their respective amount of Offer SharesDigital Colony has agreed to a lock-up period of 180 calendar days following Admission (currently expected totake place on or about March 18 2021) subject to certain customary exceptions and waivers Neither DigitalColony or RRJ Capital will receive a consideration for investing in the Company

410 Irrevocable Investment

As part of the agreement entered into between Crystal Almond and VEBV to form Vantage TowersGreece Crystal Almond agreed that it or one or more of its affiliates would acquire EUR 100000000 of sharesin the Company in the Offering at the Offer Price On March 6 2021 affiliates of Crystal Almond entered intoan irrevocable investor agreement with the Existing Shareholder and the Company pursuant to which theyundertake to purchase Offer Shares at the Offer Price for total consideration of EUR 100000000 conditionalonly on the completion of the Offering within 90 days of the intention to float announcement related theretoThe Existing Shareholder agreed to instruct the Underwriters to preferentially allocate the affiliates of CrystalAlmond their respective amounts of Offer Shares Neither Crystal Almond or its affiliates will receive aconsideration for investing in the Company

411 Stabilization Measures Over-Allotments and Greenshoe Option

In connection with the placement of the Offer Shares Morgan Stanley or its affiliates acting for theaccount of the Underwriters will act as the stabilization manager (the ldquoStabilization Managerrdquo) and may asStabilization Manager make over-allotments and take stabilization measures in accordance with article 5 paras4 and 5 of the MAR in conjunction with articles 5 through 8 of Commission Delegated Regulation (EU) 20161052 of March 8 2016 to provide support for the market price of the Companyrsquos shares thus alleviating sales

48

pressure generated by short-term investors and maintaining an orderly market in the Companyrsquos shares (theldquoStabilization Measuresrdquo)

The Stabilization Manager is under no obligation to take any Stabilization Measures Therefore noassurance can be provided that any Stabilization Measures will be taken Where Stabilization Measures aretaken these may be terminated at any time without notice Such measures may start from the date theCompanyrsquos shares commence trading on the regulated market (regulierter Markt) of the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) and must end no later than 30 calendar days thereafter (theldquoStabilization Periodrdquo)

Stabilization Measures are intended to provide support for the price of the Companyrsquos shares during theStabilization Period These measures may result in the market price of the Companyrsquos shares being higher thanwould otherwise have been the case Moreover the market price may temporarily be at an unsustainable levelStabilization Measures may not be executed above the Offer Price

To facilitate such Stabilization Measures investors may in addition to the Base Shares and the AdditionalBase Shares be allocated up to 13333333 Over-Allotment Shares as part of the allocation of the Offer Shares(the ldquoOver-Allotmentrdquo) For the purpose of such potential Over-Allotment the Existing Shareholder hasagreed to make available to the Stabilization Manager acting for the account of the Underwriters up to13333333 Over-Allotment Shares in the form of a securities loan The total number of Over-Allotment Shareswhich may be allotted must not exceed 15 of the number of Base Shares The Existing Shareholder hasgranted the Underwriters an option to acquire a number of shares in the Company equal to the number ofallotted Over-Allotment Shares at the Offer Price less agreed commissions (the ldquoGreenshoe Optionrdquo) TheStabilization Manager acting for the account of the Underwriters is entitled to exercise the Greenshoe Optionduring the Stabilization Period to the extent Over-Allotment Shares were allocated to investors in the Offering

Within one week of the end of the Stabilization Period an announcement will be published by theStabilization Manager via various media outlets distributed across the entire European Economic Area(Medienbuumlndel) as to (i) whether Stabilization Measures were undertaken (ii) the date on which stabilizationstarted and when it last occurred (iii) the Price Range within which stabilization transactions were carried outthe latter will be made known for each date on which a price stabilization transaction was carried out and(iv) the trading venues on which stabilization transactions were carried out where applicable Exercise of theGreenshoe Option the timing of its exercise and the number and type of shares concerned will also beannounced promptly in the manner previously stated

The Stabilization Manager must record each stabilization order and transaction pursuant to applicableregulations In addition details of all stabilization transactions must be reported to the competent authorities ofeach trading venue on which the securities are admitted to trading or traded as well as the competent authorityof each trading venue where transactions in associated instruments for the stabilization of securities are carriedout if any

Exercise of the Greenshoe Option will be disclosed to the public promptly together with all appropriatedetails including in particular the date of exercise of the Greenshoe Option and the number and nature ofOver-Allotment Shares involved in accordance with article 8(f) of the Commission Delegated Regulation (EU)20161052

412 Lock-Up Agreement and Limitations on Disposal

On March 8 2021 the Underwriters the Company and the Existing Shareholder entered into anUnderwriting Agreement In the Underwriting Agreement the Company agreed with each Underwriter that theCompany will not and will not agree to without the prior written consent of the Joint Global Coordinators(such consent not to be unreasonably withheld or delayed) for a period of 180 calendar days following the firstday of trading of the Companyrsquos shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)(currently expected to take place on March 18 2021)

bull announce or effect an increase of the Companyrsquos share capital out of authorized capital

bull propose to its general meeting an increase of the Companyrsquos share capital

bull announce effect or propose the issuance of securities with conversion or option rights on theCompanyrsquos shares or

bull enter into a transaction or perform any action economically similar to those described in the bulletpoints above

49

in each case other than as expressly described in this Prospectus The Company may however (i) issuegrant sell transfer or otherwise award shares or other securities to directors or employees of the Company orany of its subsidiaries under a customary directorsrsquo andor employeesrsquo stock option plan or other type ofdirectorsrsquo andor employeesrsquo participation program and (ii) undertake any corporate action for purposes ofentering into joint ventures other forms of cooperations and acquisitions provided that the other parties to thejoint venture or the selling shareholders of the company be acquired (ie the entities that will acquire anyshares or other securities of the Company) assume towards the Joint Global Coordinators the obligation tocomply with the restrictions applicable to the Existing Shareholder on the disposal of shares as set forth in thelock-up undertaking for the then remaining part of the lock-up period

In the Underwriting Agreement the Existing Shareholder will undertake not to without the prior writtenconsent of the Joint Global Coordinators which consent may not be unreasonably withheld or delayed for aperiod of 180 calendar days following the first day of trading of the Companyrsquos shares on the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) (currently expected to take place on March 18 2021)

bull offer pledge allot sell contract to sell sell any option or contract to purchase purchase any optionto sell grant any option right or warrant to purchase transfer or otherwise dispose of directly orindirectly any shares of the Company held by the Existing Shareholder as of the date of theUnderwriting Agreement

bull cause or approve directly or indirectly the announcement execution or implementation of anyincrease in the share capital of the Company or a direct or indirect placement of shares of theCompany

bull propose directly or indirectly any increase in the share capital of the Company to any generalmeeting for resolution or vote in favor of such a proposed capital increase

bull cause or approve directly or indirectly the announcement execution or proposal of any issuance offinancial instruments constituting options or warrants convertible into shares of the Company or

bull enter into a transaction or perform any action economically similar to those described in the bulletsabove in particular enter into any swap or other arrangement that transfers to another in whole or inpart the economic risk of ownership of shares of the Company whether any such transaction is to besettled by delivery of shares of the Company in case or otherwise

in each of the five bullets above other than for the purposes of the Offering and other than as expresslydescribed in this Prospectus

The lock-up restrictions for the Existing Shareholder in the first and fifth bullets above will not restrict anysales of the Companyrsquos shares made to persons or entities who themselves agree with the Joint GlobalCoordinators to assume the obligation to comply with the restrictions applicable to the Existing Shareholderthereunder for the then remaining part of the lock-up period

The Existing Shareholder may however grant sell award or otherwise transfer shares or other securitiesof the Company for the purpose of a customary directorsrsquo andor employeesrsquo share option plan or other type ofdirectorsrsquo andor employeesrsquo participation program for directors or employees of the Company

413 Admission to the Frankfurt Stock Exchange and Commencement of Trading

The Company will apply for the admission of the Companyrsquos shares to trading together with MorganStanley who is acting as listing agent on the regulated market (regulierter Markt) of the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) as well as to the sub-segment of the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse) with additional post-admission obligations (Prime Standard) on or aboutMarch 8 2021

The listing approval (admission decision) for the Companyrsquos shares is expected to be granted onMarch 17 2021 The decision on the Admission will be made solely by the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse) at its discretion Trading in the Companyrsquos shares on the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) is expected to commence on March 18 2021

414 Designated Sponsors

BofA Securities Morgan Stanley and UBS have been mandated as designated sponsors of the Companyrsquosshares traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) Pursuant to the designatedsponsor agreements expected to be concluded between each of the designated sponsors and the Company each

50

designated sponsor will among other things place limited buy and sell orders for the Companyrsquos shares in theelectronic trading system of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) during regular tradinghours This is intended to achieve greater liquidity in the market for the Companyrsquos shares

415 Interests of Parties Participating in the Offering

In connection with the Offering and the admission of the Companyrsquos shares to trading the Underwritershave formed a contractual relationship with the Company and the Existing Shareholder

The Underwriters are acting exclusively for the Company and the Existing Shareholder and no one else inconnection with the Offering and on coordinating the structuring and execution of the Offering They will notregard any other person (whether or not a recipient of this document) as their respective clients in relation tothe Offering and will not be responsible to anyone other than the Company and the Existing Shareholder forproviding the protections afforded to their respective clients nor for giving advice in relation to the Offering orany transaction or arrangement referred to herein In addition BofA Securities Morgan Stanley and UBS havebeen mandated to act as designated sponsors for the Companyrsquos shares and Deutsche Bank Aktiengesellschafthas been mandated to act as paying agent Upon successful implementation of the Offering the Underwriterswill receive a commission and the size of this commission depends on the results of the Offering As a result ofthese contractual relationships the Underwriters have a financial interest in the success of the Offering on thebest possible terms

In addition some of the Underwriters or their affiliates have and may from time to time in the futurecontinue to have business relations with the Company Vodafone Group Plc the Existing Shareholder or theiraffiliates including lending activities or may perform services for the Company Vodafone Group Plc theExisting Shareholder or their affiliates in the ordinary course of business for which they have received or mayreceive customary fees and commissions In particular affiliates of BofA Securities BNP PARIBAS andDeutsche Bank Aktiengesellschaft act as arrangers bookrunners and lenders as well as coordinator and agentin the case of the affiliate of BofA Securities under the Companyrsquos EUR 24 billion senior unsecured term loanfacility and EUR 300 million senior unsecured revolving credit facility For more information on the facilityagreement see ldquo16214 Senior Facilitiesrdquo Furthermore in connection with the Offering each of theUnderwriters and any of their respective affiliates may take up a portion of the shares in the Offering as aprincipal position and in that capacity may retain purchase or sell for its own account such securities and anyshares or related investments and may offer or sell such shares or other investments otherwise than inconnection with the Offering or otherwise Accordingly references in this Prospectus to shares being offered orplaced should be read as including any offering or placement of shares to any of the Underwriters or any oftheir respective affiliates acting in such capacity In addition certain of the Underwriters or their affiliates mayenter into financing arrangements (including swaps warrants or contracts for differences) with investors inconnection with which such Underwriters (or their affiliates) may from time to time acquire hold or dispose ofshares of the Company None of the Underwriters or any of their respective affiliates intends to disclose theextent of any such investments or transactions otherwise than in accordance with any legal or regulatoryobligation to do so

The Existing Shareholder being a wholly owned subsidiary of Vodafone Group Plc will receive theproceeds from the sale of the Offer Shares Accordingly the Existing Shareholder and Vodafone Group Plchave an interest in the success of the Offering on the best possible terms With regard to further indirectadvantages in connection with the Offering expected by the Existing Shareholder see ldquo6 Reasons for theOffering and Listing and Use of Proceedsrdquo

None of the aforementioned interests in the Offering constitute a conflict of interest or a potential conflictof interest Consequently there are no conflicts of interest with respect to the Offering or the Admission

51

5 PROCEEDS OF THE OFFERING AND COSTS OF THE OFFERING AND LISTING

The Company will not receive any proceeds from or incur any costs in connection with the Offering

The Existing Shareholder will receive the proceeds resulting from the sale of the Base Shares from apotential sale of the Additional Base Shares if and to the extent the Upsize Option in relation to the AdditionalBase Shares is exercised and the proceeds resulting from a potential sale of the Over-Allotment Shares if andto the extent that the Greenshoe Option is exercised

The amount of the proceeds of the Offering as well as the costs related to the Offering depend inter aliaon the Offer Price which determines the Underwritersrsquo commissions and on the number of shares that will beplaced in the Offering

The Existing Shareholder aims to achieve targeted minimum gross proceeds of approximately EUR 2000million and targeted maximum gross proceeds of approximately EUR 2800 million from the Offering


Assuming the targeted minimum gross proceeds of EUR 2000 million for the Existing Shareholder fromthe Offering the net proceeds to the Existing Shareholder would amount to approximately EUR 1912 millionafter deducting the total costs and expenses related to the Offering and the Admission (which include(i) Underwritersrsquo commissions (assuming the full payment of both a base fee and a discretionary fee) and(ii) other estimated expenses) of estimated EUR 88 million

Assuming the targeted maximum gross proceeds of EUR 2800 million for the Existing Shareholder fromthe Offering the net proceeds to the Existing Shareholder would amount to approximately EUR 2702 millionafter deducting the total costs and expenses related to the Offering and the Admission (which include(i) Underwritersrsquo commissions (assuming the full payment of both a base fee and a discretionary fee) and(ii) other estimated expenses) of estimated EUR 98 million

Investors will not be charged expenses by the Company the Existing Shareholder or the Underwriters inconnection with their role as underwriters Investors may however have to bear customary transaction andhandling fees charged by their brokers or other financial institutions through which they hold their securities

52

6 REASONS FOR THE OFFERING AND LISTING AND USE OF PROCEEDS

The Company intends to list the Companyrsquos shares on the regulated market (regulierter Markt) of theFrankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) as well as on the sub-segment with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) Thereasons for the Offering and listing are to (i) enable Vantage Towers to gain access to the capital markets and(ii) highlight the intrinsic value in Vantage Towers as a commercially minded dedicated and independentmobile telecommunications tower infrastructure operator

In connection with the Offering the Existing Shareholder will offer shares to facilitate stabilizationmeasures and to ensure free float and trading liquidity in the Companyrsquos shares

The Company will not receive any proceeds from the Offering resulting from the sale of the Offer Sharesby the Existing Shareholder in the Offering

53

7 DILUTION

The net asset value (total assets less current liabilities and non-current liabilities as shown in theUnaudited Three-Month Condensed Combined Interim Financial Statements) (the ldquoNet Asset Valuerdquo) of theCompany amounted to EUR 50028 million as of December 31 2020 or EUR 989 per share in the Companybased on 505782265 outstanding shares of the Company immediately prior to the Offering

The dilutive effect of the Offering on new shareholders is illustrated in the table below demonstrating theamount by which the Offer Price at the mid-point of the Price Range would exceed the Net Asset Value pershare after completion of the Offering assuming the Offering had taken place on December 31 2020

The Offering will not involve the issuance of new shares of the Company

As ofDecember 31

2020

Offer Price per share (in EUR based on the mid-point of the Price Range) 2575Net Asset Value per share as of December 31 2020 (505782265 outstanding shares of theCompany immediately prior to the Offering) (in EUR) 989Amount by which the Net Asset Value per share is below the Offer Price of EUR 2575 pershare (based on the mid-point of the Price Range) (immediate dilution to the newshareholders of the Company per share) (in EUR) 1586Percentage by which the Net Asset Value per share is below the Offer Price of EUR 2575per share (based on the mid-point of the Price Range) (in ) 6159

54

8 DIVIDEND POLICY

81 General Provisions Relating to Profit Allocation and Dividend Payments

The shareholders have a share in the Companyrsquos profits determined based on their respective interest inthe Companyrsquos share capital In a German stock corporation (Aktiengesellschaft) such as the Company thedistribution of dividends for any given financial year and the amount and payment date thereof are generallyresolved by the general meeting (Hauptversammlung) of the subsequent financial year based upon a jointproposal by the Management Board and the Supervisory Board The annual general meeting must be heldwithin the first eight months of each financial year

Pursuant to German law dividends may only be distributed from a distributable balance sheet profit(Bilanzgewinn) of the Company which is calculated based on the Companyrsquos unconsolidated (separate)financial statements prepared in accordance with German generally accepted accounting principles of the HGBSuch accounting principles differ from IFRS in material respects

When determining distributable profits the profit or loss for the financial year (Jahresuumlberschuss-fehlbetrag) must be adjusted for retained profitloss carry forwards (Gewinn-Verlustvortraumlge) from the previousfinancial year withdrawals from capital reserves or withdrawals from or appropriations to reserves (retainedearnings) Certain reserves are required to be set up by law and must be deducted when calculating the balancesheet profits available for distribution Subject to certain statutory restrictions the general meeting is entitled totransfer additional amounts to the reserves or carry them forward

The Management Board must prepare inter alia unconsolidated (separate) financial statements (balancesheet income statement and notes to the unconsolidated (separate) financial statements) and a managementreport for the previous financial year by the statutory deadline and present these to the Supervisory Board andthe auditors immediately after preparation At the same time the Management Board must present to theSupervisory Board a proposal for the allocation of the Companyrsquos distributable balance sheet profit pursuant tosection 170 para 2 AktG Pursuant to section 171 AktG the Supervisory Board must review the financialstatements the Management Boardrsquos management report and the proposal for the allocation of the distributableprofits and report to the general meeting in writing on the results of such review The Supervisory Board mustsubmit its report to the Management Board within one month of receiving the documents If the SupervisoryBoard approves the financial statements after its review these are deemed adopted unless the ManagementBoard and Supervisory Board resolve to assign adoption of the financial statements to the general meeting Ifthe Management Board and Supervisory Board choose to allow the general meeting to adopt the financialstatements or if the Supervisory Board does not approve the financial statements the Management Board mustconvene a general meeting without undue delay If the Management Board and the Supervisory Board approvethe unconsolidated (separate) financial statements they may pursuant to section 58 para 2 AktG allocate anamount of up to 50 of the Companyrsquos profit for the financial yearmdashafter deducting any transfers to statutoryreserves and any losses carried forwardmdashto non-statutory reserves

The general meetingrsquos resolution on the allocation of the distributable balance sheet profit requires asimple majority of votes cast to be passed without being bound by the proposal from the Management Boardand the Supervisory Board

Dividends resolved by the general meeting are due and payable on the third business day following therelevant general meeting unless a longer period is provided for in the dividend resolution or the Articles ofAssociation The dividends will be paid out in accordance with the rules of the respective clearing system onthe day they become due and payable Since all of the dividend entitlements with respect to the Companyrsquosshares will be evidenced by global dividend coupons (Globalgewinnanteilsschein) deposited with Clearstreamdividends with respect to the Companyrsquos shares will be paid via Clearstream to the custodian banks for thebenefit of shareholders German custodian banks are under an obligation to distribute the respective funds totheir customers Shareholders using a custodian bank located outside Germany must enquire at their respectivebank about the terms and conditions applicable in their case Details on dividend payments and the respectivepayment agent will be published in the German Federal Gazette (Bundesanzeiger) To the extent that dividendscan be distributed by the Company in accordance with the AktG and HGB and corresponding decisions aretaken there are no restrictions on shareholdersrsquo rights to receive such dividends

Generally withholding tax (Kapitalertragsteuer) is withheld from dividends paid For further informationon the taxation of dividends see ldquo2422 Taxation of Dividendsrdquo

Pursuant to German law dividend payment claims are subject to a three-year standard limitation periodOnce time-barred the relevant dividend payment claim passes to the Company

55

82 Dividend Policy

Subject to the availability of distributable profits (Bilanzgewinn) and legal restrictions with respect to thedistribution of profits and available funds going forward the Company aims to distribute 60 of the sum ofRecurring Free Cash Flow and dividends received from INWIT and Cornerstone For the twelve months endingMarch 31 2021 the Company intends to declare an annual dividend of EUR 280 million (including 60 ofINWITrsquos declared dividend for its fiscal year ended December 31 2020) which it intends to pay in July 2021

As referenced in 81 above any determination to pay dividends will be made in accordance withapplicable laws and will depend upon among other factors the Companyrsquos results of operations distributablereserves under the HGB financial condition contractual restrictions and capital requirements See ldquo143 Thepayment of future dividends will depend among other things on the Grouprsquos results of operations financialand investment needs the availability of distributable reserves and shareholder approvalrdquo for risks relating tothe Companyrsquos ability to pay dividends Apart from dividends and other payments received from current andfuture direct and indirect subsidiaries the Companyrsquos ability to pay dividends will depend on its financialposition (particularly the amount of distributable profit that is available) its results of operations capitalrequirements investment alternatives and other factors that the Management Board and Supervisory Board maydeem relevant The results of operations set out in the Condensed Combined Interim Financial Statements maynot be indicative of the amounts of future dividend payments Any proposals by the Management Board andSupervisory Board regarding dividend payments will be subject to the approval of the general meeting

56

9 CAPITALIZATION INDEBTEDNESS AND STATEMENT ON WORKING CAPITAL

The following tables set forth the Grouprsquos capitalization and indebtedness derived from the CompanyrsquosUnaudited Three-Month Condensed Combined Interim Financial Statements

Investors should read these tables in conjunction with ldquo10 Unaudited Pro Forma Financial Informationrdquoldquo13 Managementrsquos Discussion and Analysis of Financial Condition and Results of Operationsrdquo and the AuditedSix-Month Condensed Combined Interim Financial Statements and the Unaudited Three-Month CondensedCombined Interim Financial Statements in each case including the notes thereto contained in this Prospectus

91 Capitalization

As of December 31 2020Actual As Adjusted(1)

(unaudited)(EUR millions)

Total current debt(2) (including current portion of non-current debt) 3099 3099Guaranteed mdash mdashSecured mdash mdashUnguaranteedunsecured 3099 3099

Total non-current debt(3) (excluding current portion of non-current debt) 2312 2312Guaranteed mdash mdashSecured mdash mdashUnguaranteedunsecured 2312 2312

Total shareholderrsquos equity(4) 5003 5061Share capital(5) mdash mdashLegal reserves(5) mdash mdashOther reserves(5) mdash mdash

Total(6) 10414 10472

Notes

(1) Figures set out in the ldquoAs Adjustedrdquo are taken from the pro forma consolidated statement of financial position of the Group as ofDecember 31 2020 as set out in ldquo107 Pro Forma Consolidated Statement of Financial Position of the Group as ofDecember 31 2020rdquo

(2) Total current debt reflects current liabilities as set out in the Unaudited Three-Month Condensed Combined Interim FinancialStatements and the Unaudited Pro Forma Financial Information

(3) Total non-current debt reflects non-current liabilities as set out in the Unaudited Three-Month Condensed Combined InterimFinancial Statements and the Unaudited Pro Forma Financial Information

(4) Total shareholderrsquos equity is referred to as total equity in the Unaudited Three-Month Condensed Combined Interim FinancialStatements and the Unaudited Pro Forma Financial Information respectively

(5) Prior to the completion of the Reorganization the Group was not a legal group for consolidated financial statement reportingpurposes in accordance with IFRS 10 ldquoConsolidated Financial Statementsrdquo In the Unaudited Three-Month Condensed CombinedInterim Financial Statements the equity was presented on the basis of the aggregation of the net assets of the Towers BusinessVantage Towers Greece and the equity interest in INWIT under the control of VEBV Consequently the Unaudited Three-MonthCondensed Combined Interim Financial Statements do not separately disclose share capital legal reserves or other reserves

(6) Total reflects the sum of total current debt total non-current debt and total shareholdersrsquo equity

57

92 Indebtedness



A Cash(2) 6 6B Cash equivalents mdash mdashC Other current financial assets(3) 924 636D Liquidity (A + B + C) 930 642E Current financial debt (including debt instruments but excluding current portionof non-current financial debt)(4) 2899 2899F Current portion of non-current financial debt mdash mdashG Current financial indebtedness (E + F) 2899 2899H Net current financial indebtedness (G ndash D) 1969 2257I Non-current financial debt (excluding current portion and debt instruments)(5) 1981 1981J Debt instruments mdash mdashK Non-current trade and other payables(6) 3 3L Non-current financial indebtedness (I + J + K) 1984 1984M Total financial indebtedness (H + L) 3953 4241

Notes

(1) Figures set out in the ldquoAs Adjustedrdquo column are taken from the pro forma consolidated statement of financial position of theGroup as of December 31 2020 as set out in ldquo107 Pro Forma Consolidated Statement of Financial Position of the Group as ofDecember 31 2020rdquo

(2) Cash corresponds to cash and cash equivalents in the Unaudited Three-Month Condensed Combined Interim Financial Statementsand the Unaudited Pro Forma Financial Information respectively and includes cash equivalents

(3) Other current financial assets comprises receivables related to the Grouprsquos cash management activities due from subsidiaries ofVodafone Group Plc as shown in note 8 related party transactions of the Unaudited Three-Month Condensed Combined InterimFinancial Statements The ldquoas adjustedrdquo column reflects the pro forma adjustment for the EUR 288 million payment to acquirethe remaining 38 of Vantage Towers Greece from Crystal Almond after an option to acquire the remaining shareholding wastriggered by the Companyrsquos publication of its ldquoIntention to Floatrdquo announcement on February 24 2021 The acquisition isexpected to complete seven calendar days after the Admission

(4) Current financial debt (including debt instruments but excluding current portion of non-current financial debt) corresponds to thesum of current lease liabilities current payables due to related parties and overdrafts each as set out in the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Unaudited Pro Forma Financial Information respectively

(5) Non-current financial debt (excluding current portion and debt instruments) corresponds to the sum of non-current lease liabilitiesand non-current payables due to related parties in the Unaudited Three-Month Condensed Combined Interim Financial Statementsand the Unaudited Pro Forma Financial Information respectively

(6) Non-current trade and other payables corresponds to non-current trade and other payables in the Unaudited Three-MonthCondensed Combined Interim Financial Statements and the Unaudited Pro Forma Financial Information respectively

93 Indirect and Contingent Indebtedness

As of December 31 2020 the Group did not have any indirect and contingent indebtedness or otherfinancial obligations

94 Statement on Working Capital

In the Companyrsquos opinion its working capital is sufficient to meet its present requirements over at leastthe next twelve months from the date of this Prospectus

95 No Significant Change

Between December 31 2020 and the date of this Prospectus CTHC acquired Vodafone UKrsquos 50shareholding in Cornerstone on January 14 2021 and the Vantage Towers Greece Call Option was triggered bythe publication of the ldquoIntention to Floatrdquo announcement in respect of Vantage Towers AG on February 242021 meaning that CTHC is expected to acquire the remaining 38 of Vantage Towers Greece forconsideration of EUR 288 million and any adjustment required as a result of the standard closing mechanismseven calendar days after Admission

58

Since December 31 2020 and the date of this Prospectus other than the events listed above there has beenno significant change in the financial position or financial performance of the Group

For information on current trading and managementrsquos view on future trends see ldquo271 RecentDevelopmentsrdquo and ldquo272 Outlookrdquo respectively

59

10 UNAUDITED PRO FORMA FINANCIAL INFORMATION

101 Introduction

Vodafone Group Plc (together with its consolidated subsidiaries ldquoVodafonerdquo or the ldquoVodafone Grouprdquo)was required to separate certain of its European tower infrastructure assets (both legally and operationally) intoa new standalone tower infrastructure operator in order to create Vantage Towers (as defined below)

Prior to January 14 2021 Vodafone Europe BV (ldquoVEBVrdquo) an indirect 100 subsidiary of VodafoneGroup Plc held all of the share capital of Central Tower Holding Company BV (ldquoCTHCrdquo) Vantage TowersLimited (formerly Vodafone Towers Ireland Limited) (ldquoVantage Towers Irelandrdquo) Vodafone Towers PortugalSA (ldquoVantage Towers Portugalrdquo) Vantage Towers sro (formerly Vodafone Towers Czech Republic 1 sro)(ldquoVantage Towers Czech Republicrdquo) Vantage Towers Zrt (formerly Vodafone Magyarorszaacuteg ToronyvaacutellalatZrt) (ldquoVantage Towers Hungaryrdquo) and Vantage Towers SL (formerly Vodafone Towers Spain SL) (ldquoVantageTowers Spainrdquo) VEBV held 9999 of all shares in Vantage Towers SRL (formerly Vodafone TowersRomania SRL) (ldquoVantage Towers Romaniardquo) 332 of the outstanding share capital in Infrastrutture WirelessItaliane SpA (ldquoINWITrdquo) and 62 of the outstanding share capital in Vantage Towers SA (ldquoVantage TowersGreecerdquo) Vodafone Limited (ldquoVodafone UKrdquo) held 50 of the outstanding share capital in CornerstoneTelecommunications Infrastructure Limited (ldquoCornerstonerdquo)

In order to establish Vantage Towers VEBV contributed all of its shares in Vantage Towers IrelandVantage Towers Portugal Vantage Towers Czech Republic Vantage Towers Hungary Vantage Towers SpainVantage Towers Romania and INWIT to CTHC Subsequently the Company acquired CTHC following whichCTHC acquired VEBVrsquos 62 shareholding in Vantage Towers Greece and Vodafone UKrsquos 50 shareholdingin Cornerstone The process by which Vantage Towers was established is referred to as the ldquoReorganizationrdquo

The Reorganization had a significant impact on the net assets financial position and results of operationsof the Company and will substantially affect the results of operations going forward Therefore the Companyprepared the following Unaudited Pro Forma Financial Information consisting of

bull a pro forma consolidated income statement of the Group for the twelve months ended March 312020

bull a pro forma consolidated income statement of the Group for the nine months ended December 312020 and

bull a pro forma consolidated statement of financial position of the Group as of December 31 2020

each as accompanied by the related pro forma notes thereto (together the ldquoUnaudited Pro Forma FinancialInformationrdquo)

The purpose of the Unaudited Pro Forma Financial Information is to illustrate the material effects that theReorganization would have had (i) on the unaudited selected financial information of the Towers Business andthe unconsolidated income statement of Vantage Towers AG for the twelve months ended March 31 2020 as ifthe Reorganization had occurred on April 1 2019 for purposes of the pro forma consolidated income statementof the Group for the twelve months ended March 31 2020 as well as (ii) on the combined financialinformation of the Group as of and for the nine months ended December 31 2020 as if the Reorganization hadoccurred on April 1 2019 for purposes of the pro forma consolidated income statement of the Group for thenine months ended December 31 2020 or on December 31 2020 for purposes of the pro forma consolidatedstatement of financial position of the Group as of December 31 2020

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and doesnot purport to be indicative of the results and financial position of the Company its consolidated subsidiariesand its equity accounted investments in INWIT and Cornerstone (the ldquoGrouprdquo or ldquoVantage Towersrdquo) thatwould actually have been reported if the Reorganization had occurred on April 1 2019 for purposes of the proforma consolidated income statement of the Group for the twelve months ended March 31 2020 and forpurposes of the pro forma consolidated income statement of the Group for the nine months endedDecember 31 2020 or on December 31 2020 for purposes of the pro forma consolidated statement offinancial position of the Group as of December 31 2020 The Unaudited Pro Forma Financial Information isbased on factually supportable pro forma adjustments described in the accompanying notes which the Groupconsiders reasonable It does not include incremental revenues or costs that are not directly related to theReorganization the Offering or associated financing arrangements and does not reflect the results of any futureinitiatives Future results of operations may differ materially from those presented in the Unaudited Pro FormaFinancial Information As a result it may not give a true picture of the Grouprsquos financial position or results noris it indicative of the results that may or may not be expected to be achieved in the future

60

The Unaudited Pro Forma Financial Information is only meaningful when read in conjunction with andtherefore should only be read in conjunction with the audited unconsolidated financial statements of VantageTowers AG for the twelve months ended March 31 2020 prepared in accordance with International FinancialReporting Standards as adopted by the European Union (ldquoIFRSrdquo) the audited condensed combined interimfinancial statements of the Group as of and for the six months ended September 30 2020 prepared inaccordance with IFRS on interim financial reporting (ldquoIAS 34rdquo) and the unaudited condensed combined interimfinancial statements of the Group as of and for the three months ended December 31 2020 prepared inaccordance with IAS 34 each included in ldquo25 Financial Informationrdquo of this prospectus (this ldquoProspectusrdquo)

The Unaudited Pro Forma Financial Information is presented in euros (ldquoEURrdquo)

102 Historical Financial Information Included in the Unaudited Pro Forma Financial Information

The Unaudited Pro Forma Financial Information for the twelve months ended March 31 2020 set forth inldquo105 Pro Forma Consolidated Income Statement of the Group for the Twelve Months Ended March 31 2020rdquowas prepared on the basis of the following historical financial information

bull audited unconsolidated financial statements of Vantage Towers AG for the twelve months endedMarch 31 2020 prepared in accordance with IFRS as included elsewhere in this Prospectus Theseaudited financial statements show the unconsolidated accounts of Vantage Towers AG which wasincorporated on February 18 2019 and undertook limited trading for the period from April 1 2019 toMarch 31 2020 and

bull the unaudited selected financial information of the business carried out by Vodafonersquos European towerinfrastructure assets in Germany Spain Portugal Romania the Czech Republic Hungary and Ireland(the ldquoTowers Businessrdquo) for the twelve months ended March 31 2020 which reflects the historicalfinancial information directly attributable to the Towers Business as derived from the existingaccounting records of Vodafone The information regarding the income statement includes directlyattributable expenses of the Towers Business (eg other operating expenses and depreciation andamortization) as well as revenues with third parties (not including intercompany revenues withVodafone)

The Unaudited Pro Forma Financial Information as of and for the nine months ended December 31 2020set out in ldquo106 Pro Forma Consolidated Income Statement for the Nine Months Ended December 31 2020rdquobelow was prepared on the basis of the following historical financial information

bull The audited condensed combined interim financial statements of the Group as of and for the sixmonths ended September 30 2020 prepared in accordance with IAS 34 and as included in ldquo25Financial Informationrdquo The following entities within the Vantage Towers business have beenincluded within the condensed combined interim financial statements from the effective date of theirdemerger from the respective Vodafone operating companies

bull Vantage Towers SpainmdashMarch 18 2020

bull Vantage Towers GermanymdashMay 25 2020

bull Vantage Towers IrelandmdashJune 1 2020

bull Vantage Towers PortugalmdashJuly 16 2020 and

bull Vantage Towers Czech RepublicmdashSeptember 1 2020

bull For the avoidance of doubt Vantage Towers Hungary Vantage Towers Romania Vantage TowersGreece and the investments in INWIT and Cornerstone have not been included within thesecondensed combined interim financial statements as these businesses had not been demerged fromthe respective Vodafone operating entities or legally incorporated or in the case of INWIT andCornerstone acquired on September 30 2020

bull The unaudited condensed combined interim financial statements of the Group as of and for the threemonths ended December 31 2020 (the ldquoUnaudited Three-Month Condensed Combined InterimFinancial Statementsrdquo) prepared in accordance with IAS 34 and as included elsewhere in ldquo25Financial Informationrdquo The following entities within the Vantage Towers business have beenincluded within these condensed combined interim financial statements as of and for the three monthsended December 31 2020 in addition to those included within the audited condensed combinedinterim financial statements of the Group as of and for the six months ended September 30 2020

61

from the effective date of their demerger from the respective Vodafone operating companies or in thecase of the 332 shareholding in INWIT from the date of its contribution

bull Vantage Towers HungarymdashNovember 1 2020

bull Vantage Towers RomaniamdashNovember 13 2020

bull Vodafone Greece Towers SA (ldquoVodafone Greek TowerCordquo)mdashNovember 17 2020 (followed bythe Grouprsquos acquisition of 62 of Vantage Towers Greece on December 22 2020 whichcontained the shares of both Vodafone Greek TowerCo and Crystal Almond Towers SingleMember SA (ldquoWind Hellas Greek TowerCordquo) respectively) and

bull the Grouprsquos 332 investment in INWITmdashNovember 19 2020

CTHC the intermediate holding company that the Company acquired on December 17 2020 hasbeen included in the Unaudited Three-Month Condensed Combined Interim Financial Statementsfrom that date

bull For the avoidance of doubt the investment in Cornerstone has not been included in the UnauditedThree-Month Condensed Combined Interim Financial Statements as this business had not beenacquired on December 31 2020

bull The unaudited selected financial information of the Towers Business until the date of eachbusinessesrsquo legal separation from Vodafone which reflects the historical financial information directlyattributable to the Towers Business as derived from the existing accounting records of Vodafone Theinformation regarding the income statement includes directly attributable expenses of the TowersBusiness (eg other operating expenses and depreciation and amortization) as well as revenues withthird parties (not including intercompany revenues with Vodafone)

The Unaudited Pro Forma Financial Information includes direct costs relating to the Reorganization andthe Offering for which the Group is responsible however it does not reflect the one-off costs relating to theReorganization because such one-off costs are borne by Vodafone

103 Basis of Preparation

The Unaudited Pro Forma Financial Information was prepared on the basis of the IDW AccountingPractice Statement Preparation of Pro Forma Financial Information (IDW AcPS AAB 1004) (IDWRechnungslegungshinweis Erstellung von Pro-Forma-Finanzinformationen (IDW RH HFA 1004)) aspublished by the Institut der Wirtschaftspruumlfer in Deutschland e V (Institute of Public Auditors inGermany) (IDW)

The Unaudited Pro Forma Financial Information has been prepared consistently in all material aspects onthe basis of IFRS and the accounting policies of Vantage Towers as described in the notes to the auditedcondensed combined interim financial statements of the Group as of and for the six months endedSeptember 30 2020 and the unaudited condensed combined interim financial statements of the Group as of andfor the three months ended December 31 2020 unless otherwise stated The pro forma assumptions and proforma adjustments based on such assumptions have been prepared as described in this section

The pro forma adjustments made for the purposes of the Unaudited Pro Forma Financial Information arebased on the information available at the time of the preparation of the Unaudited Pro Forma FinancialInformation and on preliminary estimates as well as on certain pro forma assumptions which are described inthe accompanying pro forma notes and which Vantage Towers considers to be reasonable The pro formaadjustments are directly attributable to the Reorganization including transaction-related costs and the relatedfinancing determinable and factually supportable The Unaudited Pro Forma Financial Information containsneither potential synergies cost savings normalization of any restructuring nor additional future expenses orany future effects that could result from the Reorganization

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only Givenits nature the Unaudited Pro Forma Financial Information merely describes a hypothetical situation and isbased on assumptions and it therefore does not represent the actual net assets financial position and results ofoperations of the Group It is also not intended to forecast the net assets financial position and results ofoperations of the Group on any future date The Unaudited Pro Forma Financial Information is onlymeaningful in conjunction with the audited unconsolidated financial statements of Vantage Towers AG for thetwelve months ended March 31 2020 prepared in accordance with IFRS the unaudited selected financialinformation of the Towers Business for the twelve months ended March 31 2020 the audited condensed

62

combined interim financial statements of the Group as of and for the six months ended September 30 2020prepared in accordance with IAS 34 and the unaudited condensed combined interim financial statements of theGroup as of and for the three months ended December 31 2020 prepared in accordance with IAS 34

104 Pro Forma Assumptions

1041 Date of Transaction

For the purposes of the pro forma consolidated income statements of the Group closing of theReorganization is assumed to have occurred as of April 1 2019 and for purposes of the pro forma consolidatedstatement of financial position of the Group it is assumed that closing of the Reorganization occurred as ofDecember 31 2020

1042 Vodafone Contracts

Due to the Reorganization each local Vantage Towers operating company entered into commercial serviceagreements with a corresponding local Vodafone operating company (ldquoVodafone Operatorrdquo) (the ldquoVodafoneContractsrdquo) being master services agreements entered into between members of the Vodafone Group andmembers of the Group in Germany Spain Greece Portugal the Czech Republic Romania Hungary andIreland (the ldquoVodafone MSAsrdquo) transitional services agreements in Germany Spain Portugal RomaniaHungary and Ireland (the ldquoTransitional Services Agreementsrdquo) and long-term services agreements inGermany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland (the ldquoLong-TermServices Agreementsrdquo) In Greece both long-term services and certain transitional services are provided underthe Long-Term Services Agreements Each local Vantage Towers operating company also entered into supportagreements with Vodafone in Germany Spain Greece Portugal the Czech Republic Romania Hungary andIreland (the ldquoSupport Agreementsrdquo) For the purposes of the pro forma adjustments outlined below it isassumed that for the pro forma consolidated income statements of the Group all agreements were in place atApril 1 2019 and their duration was two years at least unless stated otherwise For the purpose of the proforma adjustments outlined below it is assumed that for the pro forma consolidated statement of financialposition of the Group an effective date of December 31 2020 is used for each relevant agreement

10421 Master Services Agreement

Under the terms of each Vodafone MSA the Group receives captive tenant rental income from Vodafonefor the use of Passive Infrastructure and the provision of ancillary services

Energy revenue is also recognized by the Group for Sites (being the infrastructure (ldquoPassiveInfrastructurerdquo) on which customer equipment used to receive and transmit mobile networks signals(ldquoActive Equipmentrdquo) is mounted as well as its physical location (ldquoSitesrdquo)) with energy provision whererelevant being split into active and passive energy components

bull Active Energymdashconsumption based on estimated or metered usage of Vodafone Active EquipmentActive Energy costs are passed through to the Grouprsquos customers with no margin related revenue ispresented net of energy costs

bull Passive Energymdashfixed fee by Site type Passive Energy is presented on a gross basis

10422 Long-Term Services Agreements

Under the terms of the Long-Term Services Agreements Vodafone provides certain maintenance andfunctional support services to the Group These may include certain local HR services administrative officepremises and facilities management local IT hardware and infrastructure systems and support vendormanagement for third party maintenance services and the pass-through of field maintenance services fromthird-party providers

The activities and services provided pursuant to each Long-Term Services Agreement are presently notprovided for within the functional capabilities of the respective local Vantage Towers operating company andtherefore these agreements will have a continuing impact on the Grouprsquos income statement for the duration ofthe Long-Term Services Agreement

10423 Support Agreements

Under the terms of the Support Agreements Vodafone Group Services Limited (ldquoVGSLrdquo) supplies variouscentral group-wide support functions to each Group company This support includes (i) HR services

63

(ii) finance services (iii) technology and IT services and (iv) other group support function services andincludes Vodafone shared services where relevant VGSL also facilitates the charging of certain insurancepremiums outside of the Support Agreement mechanism

The cost of services provided pursuant to the Support Agreements are charged at cost plus a mark-up Itshould be noted that they are separate and distinct from the transaction-related costs

10424 Transitional Services Agreements

Under the terms of each Transitional Services Agreement a corresponding Vodafone Operator hascontracted to provide certain administrative services and resources to the respective local Vantage Towersoperating company during a transitional period while such services and capabilities are established by andormigrated to the Group Each Transitional Services Agreement entered into governs the provision of staffingand resources principally in relation to finance HR infrastructure operations IT and legal functions during thetransitional period

The pro forma adjustments made for the Transitional Services Agreements are not material to the GroupUpon their expiration or termination the Transitional Services Agreements will be replaced by internalprocesses or third-party services

1043 Contractual Arrangements with Wind Hellas and Victus

Additional contractual arrangements have been entered into in Greece with Wind HellasTelecommunications SA (ldquoWind Hellasrdquo) and Victus Networks SA (ldquoVictusrdquo) being the master servicesagreement with Wind Hellas and services agreements with Wind Hellas and Victus

The master services agreement with Wind Hellas is the same in nature as the Vodafone MSA described inldquo10421 Master Services Agreementrdquo the Group receives captive tenant rental income from Wind Hellas foruse of Passive Infrastructure and the provision of ancillary services Passive energy revenue is also recognizedby the Group for Sites in line with passive energy described in ldquo10421 Master Services Agreementrdquo

Under the terms of the services agreements Victus and Wind Hellas will provide certain maintenance andfunctional support services to the Group

1044 Transaction-Related Effects on Costs

The Group employed 421 full time employees for the purposes of this pro forma adjustment the cost ofthese employees has been included from April 1 2019 Other general and administrative costs and head officecosts that have been identified in the organizational design have been included where factually supportable

1045 Other MNOs

Due to the Reorganization certain contracts are renegotiated or compensation mechanisms are agreed inrelation to arrangements with mobile network operators (ldquoMNOsrdquo) other than Vodafone to uplift rates such thatthe Group is made whole for the provision of tower hosting services

1046 Joint Ventures and Equity Investments

As a result of the Reorganization the results of INWIT are reflected in the unaudited condensed combinedinterim financial statements of the Group as of and for the three months ended December 31 2020 prepared inaccordance with IAS 34 and as included in ldquo25 Financial Informationrdquo from November 19 2020 toDecember 31 2020 The results of Cornerstone are not reflected in such financial statements

For the pro forma consolidated income statement of the Group for the twelve months ended March 312020 the adjustment for INWIT comprises the net share of profits for the period from January 1 2019 toDecember 31 2019 and for Cornerstone for the period from April 1 2019 to March 31 2020 For the proforma consolidated income statement of the Group for the nine months ended December 31 2020 thisadjustment comprises the net share of profits for the period from April 1 2020 to November 18 2020 forINWIT and from April 1 2020 to December 31 2020 for Cornerstone

For the pro forma consolidated statement of financial position of the Group as of December 31 2020 theadjustment comprises the net investment of Cornerstone

64

The shareholdings in INWIT and Cornerstone are presented on a basis consistent with the accountingpolicies adopted by the Group following the Reorganization presenting the shareholdings under the equitymethod of accounting as per IAS 28 Investments in associates and joint ventures

1047 Greece

As part of the Reorganization Vodafone-Panafon Hellenic Telecommunications Company SA (ldquoVodafoneGreecerdquo) transferred its Passive Infrastructure business to Vodafone Greece Towers SA (ldquoVodafone GreekTowerCordquo) and Wind Hellas transferred its Passive Infrastructure business to Crystal Almond Towers SingleMember SA (ldquoWind Hellas Greek TowerCordquo) After Vantage Towers Greece was incorporated VEBV andCrystal Almond contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCorespectively to Vantage Towers Greece For the purpose of the pro forma consolidated income statements ofthe Group the historical financial information directly attributable to the Passive Infrastructure assets ofVodafone Greece and Wind Hellas is brought into the results as a pro forma adjustment The adjustmentreflects the historical results directly attributable to the tower infrastructure assets as if under common controlfrom April 1 2019 as well as the acquisition of 100 of the shares of Wind Hellas as if it closed on April 12019

Vodafone Greece and Wind Hellas each own 50 of Victus a joint venture to share radio-access network(ldquoRANrdquo) infrastructure As part of the Reorganization Victus will transfer its Passive Infrastructure business toVantage Towers Greece For the purpose of the pro forma consolidated income statements of the Group thehistorical financial information directly attributable to the tower infrastructure assets of Victus has been treatedas under control from April 1 2019

The information regarding the income statement includes directly attributable expenses of the historicalfinancial information to the tower infrastructure (eg other operating expenses and depreciation andamortization) as well as revenues with third parties (not including intercompany revenues with Vodafone andrecharges between Wind Hellas and Vodafone)

1048 Ground Lease Liability

As the Group has entered into the Vodafone MSAs each with an initial term of eight years it isconsidered reasonably certain that renewal clauses which are unilaterally enforceable by the Group will beexercised to ensure that the tower assets are available for the duration of the terms of the Vodafone MSAs

A pro forma adjustment has been calculated in order to quantify the impact of the reassessment on theIFRS 16 lease liability right of use asset and associated depreciation and interest The adjustment was basedupon the lease term reassessment on the respective effective dates of the Vodafone MSAs and reflectedretrospectively from April 1 2020 for the purposes of the preparation of the pro forma consolidated incomestatement of the Group for the nine months ended December 31 2020 only as recording the adjustmentretrospectively to April 1 2019 could not be calculated on a basis that was factually supportable andcomparable

1049 Extension of the Useful Economic Lives of Tower Assets

The useful economic lives of the tower assets were re-estimated as at April 1 2020 to reflect the period oftime that the towers are expected to operate On average the lives of the towers were extended between 10 to15 years For the purposes of the pro forma the effect of extending the useful economic lives of the towers hasbeen calculated from April 1 2020 and recorded retrospectively to April 1 2019

10410 TransactionmdashRelated Financing

This adjustment to net finance (costs)income reflects the cost of a facility with Vodafone Investmentsentered into on November 20 2020 (the ldquoVodafone Investments Facilityrdquo)

For the purposes of the Unaudited Pro Forma Financial Information the Group has assumed that theborrowings under the Vodafone Investments Facility would have remained unchanged during the nine monthsended December 31 2020 and the twelve months ended March 31 2020

The pro forma consolidated income statement of the Group interest expense has been adjusted as followsbased on the abovementioned Vodafone Investments Facility Interest expense has been calculated using aneffective interest rate of 074 This interest will have a continuing impact on the Grouprsquos income statementuntil the borrowings under the Vodafone Investments Facility have been repaid in full

65

10411 Non-Recurring Expenses Arising from the Reorganization

Non-recurring expenses arising from the Reorganization to the extent not borne or reimbursed byVodafone are assumed to be borne by the Group as of March 31 2019

105 Pro Forma Consolidated Income Statement of the Group for the Twelve Months Ended March 312020

The table below sets forth the pro forma consolidated income statement of the Group for the twelvemonths ended March 31 2020

Twelve months ended March 31 2020Unconsolidated

incomestatement of

VantageTowers AG

SelectedTowers

BusinessFinancial

Information(1)


information

Totalpro forma

adjustments

Proformanotes


incomestatement

(audited) (unaudited) (unaudited) (unaudited) (unaudited)(EUR millions)

Revenue mdash 95 95 850 (a)(b) 945Maintenance costs mdash (33) (33) (2) (a)(e) (35)Staff costs mdash mdash mdash (38) (a)(c) (38)

Other operating expenses mdash (139) (139) 81(a)(c)(e) (58)

Depreciation on lease-related right of use assets mdash (202) (202) (59) (c)(e) (261)Depreciation on otherproperty plant andequipment mdash (102) (102) (3) (e)(f) (105)Operating profit(loss) mdash (381) (381) 829 448Share of results of equityaccounted joint ventures mdash mdash mdash 15 (d) 15Interest on lease liabilities mdash (22) (22) (8) (e) (30)Other finance costs mdash mdash mdash (16) (g) (16)Other expenses mdash mdash mdash mdash mdashProfit(loss) before tax mdash (403) (403) 821 417Income tax expense mdash mdash mdash (103) (h) (103)Profit(loss) for the period mdash (403) (403) 718 314

Note

(1) Towers Business refers to the business carried out by Vodafonersquos European tower infrastructure assets in Germany SpainPortugal the Czech Republic Romania Hungary and Ireland prior to their separation into Vantage Towers


The ldquoSelected Towers Business Financial Informationrdquo column represents the historical operating resultswith third parties in the countries in which the Group operates The following table sets forth the breakdown of

66

the historical results for the countries in which the Towers Business operated for the twelve months endedMarch 31 2020

Twelve months ended March 31 2020

Germany Spain Greece(2)Other

EuropeanMarkets Total


Revenue(1) 57 22 mdash 16 95Maintenance costs (23) (6) mdash (4) (33)Staff costs mdash mdash mdash mdash mdashOther operating expenses (81) (22) mdash (36) (139)Depreciation on lease-related right ofuse assets (87) (60) mdash (55) (202)Depreciation on other property plantand equipment (57) (12) mdash (33) (102)Operating profit(loss) (191) (78) mdash (112) (381)Share of results of equity accountedjoint ventures mdash mdash mdash mdash mdashInterest on lease liabilities (11) (5) mdash (6) (22)Other finance costs mdash mdash mdash mdash mdashOther income(expense) mdash mdash mdash mdash mdashProfit(loss) before tax (202) (83) mdash (118) (403)Income tax expense mdash mdash mdash mdash mdashProfit(loss) for the period (202) (83) mdash (118) (403)

Notes

(1) The following table sets out a breakdown of revenue by service

Selected Towers BusinessFinancial Information forthe twelve months ended

March 31 2020(a)


Macro Site revenue 95Other rental revenue 0Recharged capital expenditure revenue mdashEnergy and other revenue mdash

Revenue 95

Note

(a) All revenue related to the Selected Towers Business Financial Information for the twelve months ended March 31 2020 isfrom customers other than Vodafone

(2) The historical financial information of Vantage Towers Greece is not included in the Selected Towers Business Financial InformationThe historical financial information directly attributable to the Passive Infrastructure assets of Vodafone Greece and Wind Hellas isbrought into the results as a pro forma adjustment

67

1052 Pro Forma Adjustments

The pro forma adjustments (column ldquoTotal pro forma adjustmentsrdquo) have been made to the Grouprsquoshistorical operating performance for the twelve months ended March 31 2020 to show the effects of theagreements with Vodafone including the Vodafone MSAs and the Long-Term Services Agreements in eachoperating country and other adjustments described in section ldquo104 Pro Forma Assumptionsrdquo


Pro formaGermany

adjustments

Pro formaSpain

adjustments

Pro formaGreece

adjustments

Pro formaOther

EuropeanMarkets

adjustments

Total proforma

adjustmentsPro forma

notes(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

(EUR millions)Revenue 405 137 126 182 850 (a) (b)Maintenance costs (1) (0) (2) 1 (2) (a) (e)Staff costs (22) (5) (4) (7) (38) (a) (c)Other operatingexpenses 56 13 (7) 20 81 (a) (c) (e)Depreciation on lease-related right of useassets (3) (3) (52) (1) (59) (c) (e)Depreciation on otherproperty plant andequipment 2 2 (9) 2 (3) (e) (f)Operating profit 437 144 52 197 829Share of results ofequity accounted jointventures(1) mdash mdash mdash mdash 15 (d)Interest on leaseliabilities mdash mdash (8) mdash (8) (e)Other finance costs(2) mdash mdash mdash mdash (16) (g)Other income(expense) mdash mdash mdash mdash mdashProfit before tax 437 144 44 197 821Income tax (expense)credit (64) (15) (9) (15) (103) (h)Profit for the period 373 129 35 182 718

Notes

(1) Share of results of equity accounted joint ventures of EUR 15 million described at ldquo1051(d) Selected Towers Business FinancialInformationrdquo has not been allocated to a segment and has only been considered in the consolidated total

(2) Other finance costs of EUR 16 million described at ldquo1051(g) Selected Towers Business Financial Informationrdquo has not beenallocated to a segment and has only been considered in the consolidated total

(a) Recognition of revenue and costs arising from the Vodafone Contracts contractual arrangements withWind Hellas and Victus The following table sets forth the breakdown of the pro forma adjustmentsin revenue and costs

Twelve monthsended

March 31 2020(unaudited)

(EUR millions)Revenue from MSAs 847Maintenance costs (1)Staff costs 1Other operating expenses(1) 102

Note

(1) Other operating expenses decreased by EUR 102 million due to the recognition of Active Energy revenue in theMSAs which is recognized net against energy cost

68

The pro forma adjustments to revenue set out above are broken down by service in the followingtable

Twelve monthsended


(EUR millions)Macro Site revenue(1) 740Other rental revenue(2) 29Energy and other revenue(3) 20Recharged capital expenditure revenue(4) mdashRevenue from Vodafone MSAs 789Macro Site revenue 52Other rental revenue 4Energy and other revenue 2Recharged capital expenditure revenue mdashRevenue from Wind Hellas MSA 58Total revenue from MSAs 847

Notes

(1) Macro Site (being the physical infrastructure either ground-based or located on the top of a building wherecommunications equipment is placed to create a cell in a mobile network (ldquoMacro Siterdquo)) revenue represents revenueearned from renting space and providing services to customers on Macro Sites

(2) Other rental revenue represents revenue earned from renting space and providing services to tenants on Micro Sites(being distributed antenna systems Sites repeater Sites and Small Cell Sites (ldquoMicro Sitesrdquo))

(3) Energy and other revenue represents revenue earned from Passive Energy service charges and a de minimis amount oflicensing revenue in Greece

(4) Recharged capital expenditure revenue includes direct recharges to tenants of capital expenditure in connection withupgrades to existing Sites

(b) Recognition of rental revenue arising from the agreement of contracts with MNOs other thanVodafone and Wind Hellas amounted to EUR 3 million all of which relates to Macro Sites

(c) Recognition of staff costs arising from the Reorganization amounts to EUR 39 million Otheroperating expenses arising from the Reorganization amounted to EUR 18 million EUR 8 millionrelated to increased depreciation on other property plant and equipment as a result of theReorganization

(d) This adjustment comprises the Grouprsquos share of results of equity accounted joint ventures INWITand Cornerstone as follows

i for INWIT the Grouprsquos share of results is calculated by multiplying the Grouprsquos 332 equityinterest to the pro forma net profit of INWIT for the period from January 1 2019 toDecember 31 2019 and adjusted to reflect purchase price allocation adjustments in accordancewith IFRS 3 Business Combinations and

ii for Cornerstone the Grouprsquos share of results is calculated by multiplying the Grouprsquos 50equity interest to the pro forma net profit of Cornerstone for the period from April 1 2019 toMarch 31 2020

INWIT

A 375 shareholding in INWIT was part of the consideration of the merger of Vodafonersquos PassiveInfrastructure in Italy with INWIT which closed at the end of March 2020 This shareholding was subsequentlysold down by Vodafone to the current 332 Since the underlying assumption of this Unaudited Pro FormaFinancial Information is that the contribution of the INWIT shareholding from Vodafone had taken place atApril 1 2019 the first step is to prepare a pro forma financial information of INWIT assuming that the mergerof Vodafonersquos Passive Infrastructure in Italy with INWIT had taken place as of April 1 2019

INWIT prepared a prospectus dated June 10 2020 covering the admission of INWIT shares to tradingThe pro forma consolidated income statement in the INWIT prospectus represents INWITrsquos financialperformance for the twelve months ended December 31 2019 combined with the Vodafone Towers Italy carve

69

out financial information and adjusted to reflect the combined performance of the combined group as thoughthe INWIT transaction had taken place as of January 1 2019 and were calculated as follows

INWIT pro formatwelve months ended

December 312019(1)


Revenue 745Operating expenses (63)Operating profit or loss before amortization depreciation capital gains(losses)and reversals(write-downs) of non-current assets (EBITDA) 682Amortization depreciation capital gains(losses) on disposals and write-downs of non-current assets (251)Operating profit (EBIT) 431Finance expense (90)Finance income 1Profit before taxation 342Income tax (127)Profit for the period 215

Note

(1) INWITrsquos pro forma income statement for the twelve months ended December 31 2019 has been extracted from the pro formaincome statement in the INWIT prospectus for the merger of Vodafone Towers Italy into INWIT dated June 10 2020

Following the merger and the acquisition of shares in INWIT as of April 1 2020 a purchase priceallocation exercise was performed in accordance with IFRS 3 which resulted in inter alia an increase inproperty plant and equipment and intangible asset values and a corresponding increase in depreciation andamortization charges (EUR 229 million) and a decrease in finance expense (EUR 4 million) Based on the tableabove these effects from the Purchase Price Allocation (ldquoPPArdquo) and the associated tax effect are included as afurther pro forma adjustment and therefore the Grouprsquos pro forma share of INWIT profits for the period fromApril 1 2019 to March 31 2020 is calculated as follows


December 312019 (adjusted

for PPA)(1)


Revenue 745Operating expenses (63)Operating profit or loss before amortization depreciation capital gains(losses)and reversals(write-downs) of non-current assets (EBITDA) 682Amortization depreciation capital gains(losses) on disposals and write-downs of non-current assets (480)Operating profit (EBIT) 202Finance expense (86)Finance income 1Profit before tax 117Income taxes (71)Profit for the period 45

Share of net income (332 ownership interest) 15

Note

(1) Due to the three-month difference between the balance sheet dates of the Group and INWIT the financial data in the table aboveare used as a basis for the preparation of Grouprsquos pro forma share of INWIT net profit for the period from April 1 2019 toMarch 31 2020

70

Cornerstone

The Grouprsquos pro forma share of Cornerstonersquos profits is calculated as follows

Total Cornerstonepro forma twelve

months endedMarch 31 2020

(unaudited)(EUR millions)(1)

Revenue(2) 388Operating expenses (119)Restructuring costs (2)Depreciation on lease-related right of use assets (126)Depreciation on other property plant and equipment (114)Operating profit 28Interest on lease liabilities (14)Interest on subleases 9Gain on derecognition of leases 4Finance costs (7)Profit before taxation 20Current tax (4)Deferred tax (17)Net profit (1)

Share of net income (0)

Notes

(1) The Cornerstone financial information has been converted from GBP to EUR using an average ratio for the twelve months endedMarch 31 2020 of 08940 GBPEUR

(2) Revenue includes pass through revenue consisting of recovery of business rates passed through to the tenants of EUR 75 million

The historical financial information used as the basis for the pro forma financial information for the twelvemonths ended March 31 2020 presented above has been extracted from the Cornerstone annual report for thetwelve months ended March 31 2020 Pro forma adjustments have been made to present the material effects ofthe MSAs between Cornerstone and Vodafone UK and Cornerstone and Telefoacutenica UK Limited (ldquoTelefoacutenicaUKrdquo) as if they were in place for the twelve months ended March 31 2020 These adjustments reflect therevenue from the anchor tenants based on the terms of the MSAs that are in place including the anchor tenantrental income from Vodafone UK and Telefoacutenica UK A further pro forma adjustment has been made to reflectthe impact of the refinancing of the shareholderrsquos loan from a settlement agreement dated January 7 2021between Cornerstone Telefoacutenica UK and Vodafone UK (the ldquoSettlement Agreementrdquo) on finance costs

71

(e) Recognition of Vodafone Greece Wind Hellas and Victus historical financial information directlyattributable to the tower infrastructure assets

Twelvemonthsended

March 312020

Twelvemonthsended

December 312019

Twelvemonthsended

December31 2019

Pro formatwelvemonthsended

March 312020

VodafoneGreek

TowerCo

Wind HellasGreek

TowerCoEliminationof recharges

Victus leasecontracts

Total Greecehistoricalfinancial

information(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

(EUR millions)Revenue 5 4 (9) mdash mdashMaintenance costs (1) (1) mdash mdash (2)Staff costs mdash mdash mdash mdash mdashOther operating expenses mdash (4) mdash mdash (4)Depreciation on lease-relatedright of use assets (25) (19) mdash (5) (49)Depreciation on other propertyplant and equipment (8) (4) mdash mdash (12)Operating profit(loss) (29) (24) (9) (5) (67)Share of results of equityaccounted joint ventures mdash mdash mdash mdash mdashInterest on lease liabilities (2) (5) mdash (1) (8)Other finance costs mdash mdash mdash mdash mdashOther expenses mdash mdash mdash mdash mdashProfit(loss) before tax (31) (29) (9) (6) (75)Income tax (expense)credit mdash mdash mdash mdash mdashProfit(loss) for the period (31) (29) (9) (6) (75)

(f) Recognition of the increase in the useful economic life of the tower assets amounting to a EUR 9 milliondecrease in depreciation on other property plant and equipment

(g) Recognition of finance arrangements to finance the transaction described above amounting to an increaseof finance costs of EUR 16 million applying the effective interest rate of 074 on gross debt ofEUR 2290 million

(h) Recognition of tax effects on the adjustments described above amounting to an increase of income taxesof EUR 103 million applying the effective tax rate of 26 for the Group

72

106 Pro Forma Consolidated Income Statement of the Group for the Nine Months EndedDecember 31 2020

The table below sets forth the pro forma consolidated income statement of the Group for the nine monthsended December 31 2020


statementfor the

six monthsended

September 302020


statementfor the three

monthsended

December 312020



monthsended

December 312020



monthsended

December 312020



monthsended

December 312020

Totalpro forma


notes


incomestatement

for the ninemonthsended

December 312020

(audited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)(EUR millions)

Revenue 265 211 476 14 490 235 (a)(b) 725Maintenance costs (10) (10) (21) (4) (25) (3) (a)(c)(e) (28)Staff costs (6) (6) (12) mdash (12) (17) (a)(c) (29)Other operating expenses (18) (15) (33) (27) (60) 12 (a)(c)(e) (48)Depreciation on lease-relatedright of use assets (61) (50) (110) (34) (144) (39) (e)(g) (183)Depreciation on other propertyplant and equipment (29) (22) (51) (20) (71) (4) (e)(f) (75)

Operating profit(loss) 142 108 250 (72) 178 185 363Share of results of equityaccounted joint ventures mdash 2 2 mdash 2 1 (d) 3Interest on lease liabilities (19) (14) (32) (3) (35) (6 ) (e)(g) (41)Other finance costs (0) (3) (3) mdash (3) (9) (h) (12)Other expenses (1) (25) (25) mdash (25) (0) (25)

Profit(loss) before tax 122 69 191 (75) 117 171 288Income tax(expense)credit (34) (19) (52) mdash (52) (21) (i) (74)

Profit(loss) for the period 88 50 138 (75) 64 150 214

73

1061 Towers Business Financial Information for the nine months ended December 31 2020

The ldquoTowers Business financial information for the nine months ended December 31 2020rdquo columnrepresents the historical operating results of the Towers Business with third parties in the countries in which theGroup operates until the date of each businessrsquo legal separation from Vodafone The following table sets forththe breakdown of the historical results for the countries in which the Towers Business operated for the ninemonths ended December 31 2020

Nine months ended December 31 2020

Germany Spain Greece

OtherEuropeanMarkets Total


Revenue 9 mdash mdash 5 14Maintenance costs (3) mdash mdash (2) (4)Staff costs mdash mdash mdash mdash mdashOther operating expenses (12) mdash mdash (15) (27)Depreciation on lease-related right ofuse assets (14) mdash mdash (20) (34)Depreciation on other property plantand equipment (10) mdash mdash (10) (20)Operating profit(loss) (30) mdash mdash (42) (72)Share of results of equity accountedjoint ventures mdash mdash mdash mdash mdashInterest on lease liabilities (0) mdash mdash (3) (3)Other finance costs mdash mdash mdash mdash mdashOther expenses mdash mdash mdash mdash mdashProfit(loss) before tax (30) mdash mdash (45) (75)Income tax (expense)credit mdash mdash mdash mdash mdashProfit(loss) for the period (30) mdash mdash (45) (75)

Note


Towers BusinessFinancial Informationfor the nine monthsended December 31

2020(a)


Macro Site revenue 14Other rental revenue 0Recharged capital expenditure revenue mdashEnergy and other revenue mdashRevenue 14

Note

(a) All revenue related to the Selected Towers Business Financial Information for the nine months ended December 31 2020 isfrom customers other than Vodafone

74

1062

Totalhistorical

financial

inform

ationforthenine

monthsendedDecem

ber312

020

TheldquoTotal

historical

financial

informationforthenine

monthsendedDecem

ber312020rdquocolumnrepresents

thetotalof

thecondensedcombinedinterim

income

statem

entfor

thesixmonthsendedSeptem

ber302020


incomestatem

entfor

thethreemonthsendedDecem

ber312020andtheTowers

Businessfinancialinformationdescribed

atldquo1061TowersBusinessFinancialInformationfortheninemonthsendedDecember312020rdquoT

hefollowingtablesetsforth

the

breakdow

nof

thetotalforthenine

monthsendedDecem

ber312

020

Germany

Spain

Greece

Other

EuropeanMarkets

Total

Condensed

combined

interim

income

statem

ent

forthesix

months

ended

Septem

ber30

2020

Condensed

combined

interim

income

statem

ent

forthe

three

months

ended

Decem

ber31

2020

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Total

forthe

nine

months

ended

Decem

ber31

2020

Condensed

combined

interim

income

statem

ent

forthe

six

months

ended

Septem

ber30

2020

Condensed

combined

interim

income

statem

ent

forthe

three

months

ended

Decem

ber31

2020

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Total

forthe

nine

months

ended

Decem

ber31

2020

Condensed

combined

interim

income

statem

ent

forthe

six

months

ended

Septem

ber30

2020

Condensed

combined

interim

income

statem

ent

forthe

three

months

ended

Decem

ber31

2020

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Total

forthe

nine

months

ended

Decem

ber31

2020

Condensed

combined

interim

income

statem

ent

forthe

six

months

ended

Septem

ber30

2020

Condensed

combined

interim

income

statem

ent

forthe

three

months

ended

Decem

ber31

2020

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Total

forthe

nine

months

ended

Decem

ber31

2020

Total

historical

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Revenue

161

119

9289

7942

mdash121

mdash8

mdash8

2542

572

490

Maintenance

costs

(8)

(8)

(3)

(19)

(2)

(1)

mdash(4)

mdash(0)

mdash(0)

(0)

(1)

(2)

(2)

(25)

Staffcosts

(4)

(4)

mdash(8)

(1)

(1)

mdash(2)

mdash(0)

mdash(0)

(1)

(1)

mdash(2)

(12)

Other

operatingexpenses

(11)

(9)

(12)

(32)

(5)

(2)

mdash(7)

mdash(1)

mdash(1)

(2)

(4)

(15)

(21)

(60)

Depreciationon

lease-relatedright

ofuse

assets

(28)

(23)

(14)

(64)

(25)

(13)

mdash(38)

mdash(2)

mdash(2)

(7)

(12)

(20)

(39)

(144)

Depreciationon

otherpropertyplantand

equipm

ent

(20)

(13)

(10)

(43)

(5)

(3)

mdash(8)

mdash(1)

mdash(1)

(3)

(5)

(10)

(19)

(71)

Operatin

gprofit(loss)

9062

(30)

123

4122

mdash63

mdash4

mdash4

1120

(42)

(11)

178

Shareof

results

ofequity

accountedjoint

ventures(1)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

2Intereston

leaseliabilities

(6)

(5)

(0)

(12)

(11)

(5)

mdash(17)

mdash(0)

mdash(0)

(1)

(3)

(3)

(6)

(35)

Other

finance

cost(2)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

(3)

Other

expenses

(1)

(12)

mdash(13)

mdash(4)

mdash(4)

mdash(3)

mdash(3)

mdash(5)

mdash(5)

(25)

Profit(loss)before

tax

8345

(30)

9830

12mdash

42mdash

0mdash

010

12(45)

(23)

117

Incometax(expense)credit

(25)

(13)

mdash(38)

(8)

(3)

mdash(11)

mdash(0)

mdash(0)

(1)

(2)

mdash(3)

(52)

Profit(loss)fortheperiod

5832

(30)

6022

9mdash

31mdash

0mdash

09

10(45)

(26)

64

Notes

(1)

Shareof

results

ofequity

accountedjointventures

ofEU

R2millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

(2)

Other

finance

costsof

EUR3millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

75

(3)

Thefollowingtablesetsoutabreakdow

nof

revenueby

service

Interim

combined

income

statem

entfor

thesixmonths

ended

Septem

ber30

2020

(a)

Interim

combined

income

statem

entfor

thethree

monthsended

Decem

ber31

2020

(b)

Selected

income

statem

ent

lineitems

ofthe

Towers

Business(c

)

Totalfor

thenine

months

ended

Decem

ber31

2020

(audited)

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Macro

Siterevenue

257

201

14472

Other

rentalrevenue

24

06

Energy

andotherrevenue

55

010

Recharged

capitalexpenditure

02

02

Revenue

265

211

14490

Notes

(a)

EUR232millionof

revenuein

theinterim

combinedincomestatem

entforthesixmonthsendedSeptem

ber302

020isrelatedto

Vodafone

(b)

EUR187millionof

revenuein

theinterim


entforthethreemonthsendedDecem

ber312

020isrelatedto

Vodafone

(c)

EUR14

millionof

revenuein

theselected

incomestatem

entlineitemsof

theTowersBusinessisrelatedto

custom

ersotherthan

Vodafone

76


The following pro forma adjustments (column ldquoTotal pro forma adjustmentsrdquo) have been made to theaggregated income statement of Vantage Towers (column ldquoTotal income statement for the nine months endedDecember 31 2020rdquo) for the nine months ended December 31 2020


Pro formaGermany

adjustments

Pro formaSpain

adjustments

Pro formaGreece

adjustments

Pro formaOther

EuropeanMarkets

adjustments

Totalpro forma


note(unaudited)

(EUR millions)Revenue 69 mdash 86 79 235 (a) (b)Maintenance costs (1) (1) (1) (0) (3) (a) (c) (e)Staff costs (8) (2) (2) (4) (17) (a) (c)Other operatingexpenses 9 1 (6) 9 12 (a) (c) (e)Depreciation on lease-related right of useassets (2) mdash (35) (2) (39) (e) (g)Depreciation on otherproperty plant andequipment 2 mdash (7) 2 (4) (e) (f)Operating profit(loss) 69 (2) 35 83 185Share of results ofequity accounted jointventures(1) mdash mdash mdash mdash 1 (d)Interest on leaseliabilities mdash mdash (6) 1 (6) (e) (g)Other interest(2) mdash mdash mdash mdash (9) (h)Other expense 0 (0) mdash (0) (0)Profit(loss) before tax 68 (2) 29 84 171Income tax (expense)credit (9) 1 (6) (6) (21) (i)Profit(loss) for theperiod 59 (1) 23 78 150

Notes

(1) Share of results of equity accounted joint ventures of EUR 2 million described at ldquo1061(d) Towers Business FinancialInformation for the nine months ended December 31 2020rdquo has not been allocated to a segment and has only been considered inthe consolidated total

(2) Other finance costs of EUR 9 million described at ldquo1061(g) Towers Business Financial Information for the nine months endedDecember 31 2020rdquo has not been allocated to a segment and has only been considered in the consolidated total

(a) Recognition of revenue and costs arising from the Vodafone Contracts contractual arrangements withWind Hellas and Victus The following tables set forth the breakdown of the pro forma adjustmentsin revenue and costs

Nine monthsended

December 312020


Revenue from MSAs 233Staff costs 0Maintenance costs 1Other operating expenses(1) 21

Note

(1) Other operating expenses decreased by EUR 21 million due to the recognition of active energy revenue in theVodafone MSAs which is recognized against energy cost

77


Nine monthsended

December 312020


Macro Site revenue(1) 172Other rental revenue(2) 12Energy and other revenue(3) 5Recharged capital expenditure(4) 0Revenue from Vodafone MSAs 189Macro Site revenue 39Other rental revenue 3Energy and other revenue 2Recharged capital expenditure 0Revenue from Wind Hellas MSA 44Total revenue from MSAs 233

Notes

(1) Macro Site revenue represents revenue earned from renting space and providing services to customers on Macro Sites

(2) Other rental revenue represents revenue earned from renting space and providing services to tenants on Micro Sites

(3) Energy and other revenue represents revenue earned from passive energy service charges and a de minimis amount oflicensing revenue in Greece


(b) Recognition of rental revenue arising from the agreement of contracts with MNOs other thanVodafone amounting to EUR 2 million all of which relates to Macro Sites

(c) Recognition of staff costs arising from the Reorganization amounting to EUR 17 million and otheroperating expenses arising from the Reorganization amounting to EUR 4 million Reclassification ofEUR 4 million from other operating expenses to maintenance costs

(d) This adjustment comprises the share of results of equity accounted joint ventures INWIT andCornerstone as follows

i for INWIT the Grouprsquos share of results is calculated by multiplying the Grouprsquos 332 equityinterest to the pro forma net profit of INWIT for the period from January 1 2020 toSeptember 30 2020 and adjusted to reflect purchase price allocation adjustments in accordancewith IFRS 3 Business Combinations and

ii for Cornerstone the Grouprsquos share of results is calculated by multiplying the Grouprsquos 50equity interest to the pro forma net profit of Cornerstone for the period from April 1 2020 toDecember 31 2020

INWIT

A 375 shareholding in INWIT was part of the consideration for the merger of Vodafonersquos PassiveInfrastructure in Italy with INWIT which closed on March 31 2020 This shareholding was subsequentlysold down by Vodafone to the current 332 stake Since the underlying assumption of this Unaudited ProForma Financial Information is that the contribution of the INWIT shareholding from Vodafone had taken

78

place at April 1 2019 the first step is to prepare pro forma financial information of INWIT assuming thatthe merger of Vodafonersquos Passive Infrastructure in Italy with INWIT had taken place as of April 1 2019

INWITpro forma

nine monthsended

September 302020(1)(2)(3)


Revenue(4) 561Operating expenses(5) (46)Operating profit or loss before amortization depreciation capital gains(losses)and reversals (write-downs) of non-current assets (EBITDA)(5) 515Amortization depreciation capital gains(losses) on disposals and write-downs ofnon-current assets(5) (255)Operating profit (EBIT)(4) 260Finance expenses(6) (57)Finance income mdashProfit before tax 203Income taxes (60)Profit for the period(7) 136

Notes

(1) The merger of Vodafone Towers Italy into INWIT was effective March 31 2020 INWITrsquos pro forma income statementhas been estimated from INWITrsquos reported results for the nine months ended September 30 2020 adjusted to reflectthe combined financial performance of INWIT and Vodafone Towers Italy as if the transaction had occurred onJanuary 1 2019

(2) Due to the three-month difference between the balance sheet dates of the Group and INWIT the financial data in thetable above are used as a basis for the preparation of Grouprsquos pro forma share of INWIT net profit for the period fromApril 1 2020 to December 31 2020

(3) Pro forma data for the period January 1 2020 to March 31 2020 are taken or derived from INWITrsquos disclosures onpro forma revenue of EUR 561 million and pro forma EBIT of EUR 260 million for INWIT and Vodafone TowersItaly on a combined basis for the nine-month period from January 1 2020 to September 30 2020 as disclosed inINWITrsquos interim report as at September 30 2020 and historical income statement data as disclosed in INWITrsquos interimreports as at March 31 2020 and September 30 2020

(4) Pro forma data for the period January 1 2020 to March 31 2020 taken from INWITrsquos disclosures on pro formarevenue of EUR 561 million and pro forma EBIT of EUR 260 million for INWIT and Vodafone Towers Italy on acombined basis for the nine-month period from January 1 2020 to September 30 2020 as disclosed in INWITrsquosinterim report as at September 30 2020

(5) Pro forma operating expenses pro forma operating profit or loss before amortization depreciation capital gains(losses)and reversals(write-downs) of non-current assets and pro forma amortization depreciation capital gains(losses) ondisposals and write-downs of non-current assets for the period January 1 2020 to March 31 2020 have been calculatedbased on the ratio of INWITrsquos pro forma revenue of EUR 561 million and pro forma EBIT of EUR 260 million forINWIT and Vodafone Towers Italy on a combined basis for the nine-month period from January 1 2020 toSeptember 30 2020 as disclosed in INWITrsquos interim report as at September 30 2020

(6) Pro forma finance expenses for the period is calculated by subtracting finance expenses for the three-month periodJanuary 1 2020 to March 31 2020 from finance expenses for the nine-month period January 1 2020 to September 302020 as disclosed in INWITrsquos interim reports as at March 31 2020 and September 30 2020 respectively divided by 2(quarters) and multiplied by 3 (quarters)

(7) Pro forma profit for the period has been calculated by applying the average net income to EBIT ratio reported for thesecond quarter and third quarter of 2020 to INWITrsquos pro forma EBIT of EUR 260 million for INWIT and VodafoneTowers Italy on a combined basis for the nine-month period January 1 2020 to September 30 2020 as disclosed inINWITrsquos interim report as at September 30 2020

Following the merger and the acquisition of shares in INWIT as of April 1 2020 a purchase priceallocation exercise was performed in accordance with IFRS 3 which resulted in inter alia an increase inproperty plant and equipment and intangible asset values and a corresponding increase in depreciation andamortization charges (EUR 113 million) as well as an increase finance expense (EUR 41 million) Basedon the table above the resulting additional expenses from the purchase price allocation and the associated

79

tax effect are included as a further pro forma adjustment and therefore the Grouprsquos pro forma share ofINWIT profits is calculated as follows

INWIT pro formanine months ended

September 302020

(adjusted for PPA)(unaudited)

(EUR millions)Revenue 561Operating expenses (46)Operating profit or loss before amortization depreciation capital gains(losses) and reversals(write-downs) of non-current assets (EBITDA) 515Amortization depreciation capital gains(losses) on disposals and write-downs ofnon-current assets (368)Operating profit (EBIT) 147Finance expenses (98)Finance income mdashProfit before tax 49Income taxes (24)Profit for the period 25

Share of net income (332 ownership interest) 8Share of net income recognized in the Grouprsquos unaudited condensed combinedinterim income statement for the three months ended December 31 2020(1) 2Pro forma share of net income recognized in the pro forma adjustment 6

Note


Cornerstone

The pro forma adjustments to the Grouprsquos share of Cornerstone profits are calculated as follows

Total Cornerstonepro forma

nine months endedDecember 31

2020(unaudited)

(EUR millions)Revenue 294Operating expenses (94)Restructuring costs (1)Depreciation on lease-related right of use assets (88)Depreciation on other property plant and equipment (86)Operating profit 24Interest on lease liabilities (18)Interest on subleases 6Gain on derecognition of leases mdashFinance costs (5)Profit before taxation 7Current tax (5)Deferred tax (11)Net profit (10)

Share of results (5)

Notes

(1) Revenue includes pass through revenue consisting of recovery of business rates passed through to the tenants ofEUR 63 million

(2) The financial information has been converted from GBP to EUR using a rate of 09058 GBPEUR

80

The summary historical financial information used as the basis for the pro forma financialinformation for the nine months ended December 31 2020 presented above has been extracted fromCornerstonersquos accounting records Pro forma adjustments have then been made to present the materialeffects of the MSAs between Cornerstone and Vodafone UK and Cornerstone and Telefoacutenica UK as if theywere in place for the nine months ended December 31 2020 These adjustments reflect the revenue fromthe anchor tenants based on the terms of the MSAs that are in place including the anchor tenant rentalincome from Vodafone UK and Telefoacutenica UK A further pro forma adjustment has been made to reflectthe impact of the Settlement Agreement on finance costs

A further pro forma adjustment has been made to reflect a reassessment of Cornerstonersquos leaseportfolio in line with IFRS 16 arising from implementation of the MSAs as of January 1 2021 as if suchreassessment has taken place as of April 1 2020

(e) Recognition of Vodafone Greece Wind Hellas and Victus historical financial information directlyattributable to the tower infrastructure assets has been summarized below

Nine monthsended

December 312020

Nine monthsended

September 302020

Nine monthsended

September 302020

Pro formanine months

endedDecember 31

2020

VodafoneGreek

TowerCo

WindHellas





(EUR millions)Revenue 4 4 (8) mdash mdashMaintenance costs (0) (0) mdash mdash (0)Staff costs mdash mdash mdash mdash mdashOther operating expenses (3) (3) mdash mdash (6)Depreciation on lease-relatedright of use asset (16) (15) mdash (4) (35)Depreciation on other propertyplant and equipment (5) (4) mdash mdash (9)Operating profit(loss) (20) (18) (7) (4) (49)Share of results of equityaccounted joint ventures mdash mdash mdash mdash mdashInterest on lease liabilities (1) (3) mdash (1) (5)Other finance costs mdash mdash mdash mdash mdashOther expenses mdash mdash mdash mdash mdashProfit(loss) before tax (21) (22) (7) (4) (54)Income tax expense mdash mdash mdash mdash mdashProfit(loss) for the period (21) (22) (7) (4) (54)

(f) Recognition of the increase in the useful economic life of the tower assets amounting toEUR 4 million related to depreciation on the lease-related right of use assets

(g) Recognition of the increase in ground lease liabilities amounting to EUR 3 million related todepreciation on the lease-related right of use assets and EUR 1 million on the interest on leaseliabilities

(h) Recognition of finance arrangements to finance the transaction described above amounting to anincrease of finance costs of EUR 9 million applying the effective interest rate of 074 on gross debtof EUR 2290 million EUR 3 million has been recognized in the unaudited condensed combinedinterim income statement for the three months ended December 31 2020

(i) Recognition of tax effects on the adjustments described above amounting to an increase of incometaxes of EUR 21 million applying the tax rate of 25 for the Group

81

107 Pro Forma Consolidated Statement of Financial Position of the Group as of December 31 2020

The table below sets forth the pro forma consolidated statement of financial position of the Group as ofDecember 31 2020

As of December 31 2020Condensedcombinedinterim

statementof financialposition ofthe Group

Totalpro forma


note


interimstatement

of financialposition


Non-current assetsGoodwill and intangible assets 3446 mdash 3446Property plant and equipment 2847 mdash 2847Investments in joint ventures 2918 346 (a) 3264Deferred tax assets 18 mdash 18Trade and other receivables 9 mdash 9

9239 346 9585Current assetsReceivables due from related parties 1127 (288) (b) 839Trade and other receivables 41 mdash 41Cash and cash equivalents 6 mdash 6

1175 (288) 887Total Assets 10414 58 10472EquityNet investment of parent 4948 113 (a) (b) 5061Non-controlling interests 55 (55) (b) mdashTotal Equity 5003 58 5061Non-current liabilitiesLease liabilities 1786 mdash 1786Provisions 309 mdash 309Post employment benefits 1 mdash 1Deferred tax liabilities 18 mdash 18Payables due to related parties 195 mdash 195Trade and other payables 3 mdash 3

2312 mdash 2312Current liabilitiesLease liabilities 263 mdash 263Current income tax liabilities 24 mdash 24Provisions 17 mdash 17Payables due to related parties 2633 mdash 2633Trade and other payables 160 mdash 160Overdrafts 3 mdash 3

3099 mdash 3099Total liabilities 5411 mdash 5411Total equity and liabilities 10414 58 10472

1071 Adjustments

The following pro forma adjustments (column ldquoTotal pro forma adjustmentsrdquo) have been made to thecondensed combined statement of financial position of the Group as of December 31 2020

(a) Vantage Towersrsquo investment in Cornerstone is recorded at deemed cost which is based on the book valueof net assets de-recognized by Vodafone UK on transfer under the pooling of interests method The

82

difference between the book value of Cornerstonersquos net assets and the consideration paid is recorded in netinvestment of parent

Vantage Towers acquired Vodafone UKrsquos investment in Cornerstone on January 14 2021 The proforma deemed cost of investment is calculated with reference to Cornerstonersquos reported balance sheet as ofDecember 31 2020 adjusted for

(i) the impact of the Settlement Agreement

(ii) the January 1 2021 lease term reassessment on its lease portfolio As Cornerstone has entered intoMSAs with Vodafone UK and Telefoacutenica UK effective from January 1 2021 each with a term ofeight years it is considered reasonably certain that renewal clauses will be exercised to ensure thatthe tower assets are available for the duration of the terms of the MSAs An adjustment has beencalculated in order to quantify the impact of the application of terms of the new MSA in particular tolease accounting under IFRS 16 and

(iii) certain balances due from Vodafone UK and Telefoacutenica UK as of December 31 2020 which are notrecoverable under the new MSAs

The financial information has been converted from GBP to EUR using a rate of 08951

(b) Recognition of call option granted by Crystal Almond to CTHC under the terms of a share purchaseagreement dated December 21 2020 to acquire the remaining 38 of Vantage Towers Greece fromCrystal Almond The adjustment recognizes cash paid of EUR 288 million currently held with VodafoneGroup as part of receivables due for related parties and elimination of non-controlling interest ofEUR 55 million and a decrease in net investment of parent of EUR 233 million

Duumlsseldorf February 14 2021

Vantage Towers AG

The Management Board

108 Examination Report

To Vantage Towers AG Duumlsseldorf

We have examined whether the pro forma financial information as of December 31 2020 of VantageTowers AG Duumlsseldorf (the ldquoCompanyrdquo) has been properly compiled on the basis stated in the pro formanotes and whether this basis is consistent with the accounting policies of the Company The pro forma financialinformation comprises a pro forma consolidated income statement for the period from April 1 2019 toMarch 31 2020 a pro forma consolidated income statement for the period from April 1 2020 to December 312020 a pro forma consolidated statement of financial position as of December 31 2020 as well as pro formanotes

The purpose of the pro forma financial information is to present the material effects the transactiondescribed in the pro forma notes would have had on the historical financial statements if the Company hadexisted in the structure created by the transaction throughout the entire reporting period of the pro formaconsolidated income statements or as of the reporting date of the pro forma consolidated statement of financialposition unless otherwise stated As pro forma financial information reflects a hypothetical situation it is notentirely consistent with the presentation that would have resulted had the relevant events actually occurred atthe beginning of the reporting period of the pro forma consolidated income statements or on the reporting dateof the pro forma consolidated statement of financial position unless otherwise stated The compilation of thepro forma financial information in accordance with the principles of IDW Rechnungslegungshinweis Erstellungvon Pro Forma Finanzinformationen (IDW RH HFA 1004) (IDW Accounting Practice Statement Preparationof Pro Forma Financial Information (IDW AcPS AAB 1004)) promulgated by the Institut der Wirtschaftspruumlferin Deutschland e V (Institute of Public Auditors in Germany) (IDW) is the responsibility of the Companyrsquosmanagement

Our responsibility is based on our examination to express an opinion whether the pro forma financialinformation has been properly compiled on the basis stated in the pro forma notes and whether this basis isconsistent with the accounting policies of the Company This also involves evaluating the overall presentationof the pro forma financial information The subject matter of this engagement does neither include an audit orreview of the basic figures including their adjustments to the accounting policies of the Company nor of thepro forma assumptions stated in the pro forma notes

83

We have planned and performed our examination in accordance with IDW Pruumlfungshinweis Pruumlfung vonPro Forma Finanzinformationen (IDW PH 99601) (IDW Auditing Practice Statement Examination of ProForma Financial Information (IDW AuPS 99601)) promulgated by the Institut der Wirtschaftspruumlfer inDeutschland e V (IDW) in such a way that material errors in the compilation of the pro forma financialinformation on the basis stated in the pro forma notes and in the compilation of this basis consistent with theaccounting policies of the Company are detected with reasonable assurance

In our opinion the pro forma financial information has been properly compiled on the basis stated in thepro forma notes This basis is consistent with the accounting policies of the Company

Cologne February 14 2021

Ernst amp Young GmbHWirtschaftspruumlfungsgesellschaft

ForstWirtschaftspruumlfer[German Public Auditor]

VogelsangWirtschaftspruumlferin[German Public Auditor]

84

11 NON-IFRS MEASURES ON A COMBINED BASIS

The following section sets out the Grouprsquos Non-IFRS Measures on a combined basis These Non-IFRSMeasures should not be considered as an alternative to the historical financial results or other indicators of theGrouprsquos performance based on IFRS measures They should not be considered as alternatives to earnings aftertax or net profit as indicators of the Grouprsquos performance or profitability or as alternatives to cash flows fromoperating investing or financing activities as an indicator of the Grouprsquos liquidity The Non-IFRS Measures asdefined by the Group may not be comparable to similarly titled measures as presented by other companies dueto differences in the way the Grouprsquos Non-IFRS Measures are calculated Even though the Non-IFRS Measuresare used by management to assess ongoing operating performance and liquidity and these types of measuresare commonly used by investors they have important limitations as analytical tools and they should not beconsidered in isolation or as substitutes for analysis of the Grouprsquos results or cash flows as reported underIFRS See ldquo26 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a ProForma Basisrdquo

111 Summary

Throughout this Prospectus the Group presents financial measures ratios and adjustments that are notrequired by or presented in accordance with IFRS German GAAP or any other generally accepted accountingprinciples On a combined basis these include Adjusted EBITDA Adjusted EBITDAaL Adjusted EBITDAaLmargin Recurring Operating Free Cash Flow Recurring Free Cash Flow Free Cash Flow Cash Conversionand Net Financial Debt See ldquo26 Non-IFRS Measures on a Combined Basis and Alternative PerformanceMeasures on a Pro Forma Basisrdquo for a description of these Non-IFRS measures and why they are important toan understanding of the underlying performance of the Vantage Towers Group See ldquo112 Reconciliations ofNon-IFRS Measuresrdquo below for a reconciliation of each non-IFRS measure to its nearest IFRS measure

The following table sets out an overview of the Non-IFRS Measures on a combined basis for the periodsindicated

Combined basisSix months ended


(unaudited) (unaudited)(EUR millions unless otherwise

indicated)Adjusted EBITDA 231 179Adjusted EBITDAaL 152 115Recurring Operating Free Cash Flow 189 119Recurring Free Cash Flow 60 215Free Cash Flow 20 190Cash Conversion 124 103Net Financial Debt 7 (1675)

85

112 Reconciliation of Non-IFRS Measures

1121 Adjusted EBITDA

The table below sets forth the reconciliation of the Grouprsquos Non-IFRS Measure Adjusted EBITDA toprofit for the period in the combined income statements for the periods indicated



(audited unlessotherwise indicated)

(unaudited)

(EUR millions)Profit for the period 88 50Income tax expense 34 19Interest on lease liabilities 19 13Other finance costs 0 3Other expenses 1 25Share of results of equity accounted joint ventures mdash (2)

Operating profit 142 108Depreciation on other property plant and equipment 29 22Depreciation on lease-related right of use assets 61 50Gainslosses on disposal of property plant and equipment mdash mdashOne-off and other items mdash mdash

Adjusted EBITDA (unaudited) 231 179

1122 Adjusted EBITDAaL

The table below sets forth the reconciliation of the Grouprsquos Non-IFRS Measure Adjusted EBITDAaL toprofit for the period in the combined income statements for the periods indicated




(unaudited)

(EUR millions)Profit for the period 88 50Income tax expense 34 19Other finance costs 0 3Other expenses 1 25Share of results of equity accounted joint ventures mdash (2)Depreciation on other property plant and equipment 29 22Recharged capital expenditure revenue (0) (2)Gainslosses on disposal of property plant and equipment mdash mdashOne-off and other items mdash mdash

Adjusted EBITDAaL (unaudited) 152 115

86

1123 Recurring Operating Free Cash Flow Recurring Free Cash Flow and Free Cash Flow

The table below sets forth the reconciliation of the Grouprsquos Non-IFRS Measures Recurring Operating FreeCash Flow Recurring Free Cash Flow and Free Cash Flow to cash generated by operations in the combinedstatements of cash flows for the periods indicated




(unaudited)

(EUR millions)Cash generated by operations 103 282Increase(decrease) in trade and other payables 11 (2)Decrease(increase) in trade and other receivables 9 7Increase(decrease) in trade payables to related parties (101) (25)Decrease(increase) in trade receivables from related parties 210 (82)Share based payments and other non-cash charges 0 (2)One-off and other items mdash mdash

Adjusted EBITDA (unaudited) 231 179Recharged capital expenditure revenue (0) (2)Cash cost of leases (unaudited) (34) (51)Maintenance capital expenditure (9) (7)

Recurring Operating Free Cash Flow (unaudited) 189 119Net tax paid mdash (6)Interest paid excluding interest paid on lease liabilities(unaudited) mdash mdashIncrease(decrease) in trade and other payables (11) 2Decrease(increase) in trade and other receivables (9) (7)Increase(decrease) in trade payables to related parties 101 25Decrease(increase) in trade receivables from related parties (210) 82

Changes in operating working capital (unaudited) (129) 96Recurring Free Cash Flow (unaudited) 60 215Other capital expenditure (40) (25)Recharged capital expenditure receipts from Vodafone (unaudited) mdash mdashChanges in non-operating working capital relating to growthcapital expenditure mdash mdashOne-off and other items mdash mdashDividends received from joint ventures mdash mdashDividends paid to non-controlling shareholders in subsidiaries(unaudited) mdash mdash

Free Cash Flow (unaudited) 20 190

87

1124 Net Financial Debt

The table below sets forth the calculation of the Grouprsquos Non-IFRS Measure Net Financial Debt from thecombined statements of financial position as of September 30 2020 and December 31 2020 respectively

Combined basisAs of

September 30 2020 December 31 2020(audited unless

otherwise indicated) (unaudited)(EUR millions)

Bonds mdash mdashCommercial paper mdash mdashBank loans mdash mdashCash collateral liabilities mdash mdashOverdrafts mdash (3)Sum of short term borrowings from related parties and long termborrowings from related parties (111) (2602)

Borrowings included in Net Financial Debt (111) (2605)Cash and cash equivalents 3 6Cash deposits held with related parties 115 924Other financial instruments mdash mdashMark to market derivative financial instruments mdash mdashShort term investments mdash mdash

Total cash and cash equivalents and other financial instruments 118 930Net Financial Debt (unaudited) 7 (1675)

113 Segmental Non-IFRS Measures on a Combined Basis

The tables below set forth the Grouprsquos segmental Non-IFRS Measures being Adjusted EBITDA AdjustedEBITDAaL Recurring Operating Free Cash Flow and Cash Conversion on a combined basis for the periodsindicated

Six months ended September 30 2020

Germany Spain


(unaudited) (unaudited) (unaudited) (unaudited)(EUR millions unless otherwise indicated)

Adjusted EBITDA 139 71 21 231Adjusted EBITDAaL 104 34 13 152Recurring Operating Free Cash Flow 127 37 24 189Cash Conversion 122 109 185 124

Three months ended December 31 2020



(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)(EUR millions unless otherwise indicated)

Adjusted EBITDA 98 37 7 36 179Adjusted EBITDAaL 69 19 4 22 115Recurring Operating Free Cash Flow 81 20 7 11 119Cash Conversion 117 105 175 50 103

88

114 Reconciliations of Segmental Non-IFRS Measures on a Combined Basis

1141 Segmental Adjusted EBITDA and Recurring Operating Free Cash Flow

The table below sets forth the reconciliation of segmental Adjusted EBITDA and Recurring OperatingFree Cash Flow on a combined basis to profit for the period in the combined income statements for the periodsindicated


Germany Spain



Profit for the period 58 22 9 88Income tax expense 25 8 1 34Interest on lease liabilities 6 11 1 19Other finance costs(1) mdash mdash mdash 0Other expenses 1 mdash mdash 1Share of results of equity accounted jointventures mdash mdash mdash mdashDepreciation on other property plant andequipment 20 5 3 29Depreciation on lease-related right of use assets 28 25 7 61One-off and other items mdash mdash mdash mdash

Adjusted EBITDA (unaudited) 139 71 21 231Recharged capital expenditure revenue mdash (0) mdash (0)Cash cost of leases (7) (30) 3 (34)Maintenance capital expenditure (5) (4) (0) (9)

Recurring Operating Free Cash Flow(unaudited) 127 37 24 189

Note

(1) Other finance costs of EUR 0 million has not been allocated to a segment and has only been considered in the consolidated total

89





Profit for the period 32 9 0 10 50Income tax expense 13 3 0 2 19Interest on lease liabilities 5 5 0 3 13Other finance costs(1) mdash mdash mdash mdash 3Other expenses 12 4 3 5 25Share of results of equityaccounted joint ventures(2) mdash mdash mdash mdash (2)Depreciation on other propertyplant and equipment 13 3 1 5 22Depreciation on right of use assets 23 13 2 12 50One-off and other items mdash mdash mdash mdash mdash

Adjusted EBITDA 98 37 7 36 179Recharged capital expenditurerevenue (1) (0) mdash mdash (2)Cash cost of leases (12) (15) mdash (24) (51)Maintenance capital expenditure (4) (2) (0) (1) (7)

Recurring Operating Free CashFlow 81 20 7 11 119

Notes


(2) Share of results of equity accounted joint ventures of EUR 2 million has not been allocated to a segment and has only beenconsidered in the consolidated total

1142 Segmental Adjusted EBITDAaL

The tables below set forth the reconciliation of Adjusted EBITDAaL on a combined basis to profit(loss)for the period in the combined income statements for the periods indicated


Germany Spain



Profit for the period 58 22 9 88Income tax expense 25 8 1 34Other finance costs(1) mdash mdash mdash 0Other expenses 1 mdash mdash 1Share of results of equity accounted jointventures mdash mdash mdash mdashDepreciation on other property plant andequipment 20 5 3 29Recharged capital expenditure revenue mdash (0) mdash (0)Gainslosses on disposal of property plant andequipment mdash mdash mdash mdashOne-off and other items mdash mdash mdash mdash

Adjusted EBITDAaL (unaudited) 104 34 13 152

Note


90





Profit for the period 32 9 0 10 50Income tax expense 13 3 0 2 19Other finance costs(1) mdash mdash mdash mdash 3Other expenses 12 4 3 5 25Share of results of equityaccounted joint ventures(2) mdash mdash mdash mdash (2)Depreciation on other propertyplant and equipment 13 3 1 5 22Recharged capital expenditurerevenue (1) (0) mdash mdash (2)Gainslosses on disposal ofproperty plant and equipment mdash mdash mdash mdash mdashOne-off and other items mdash mdash mdash mdash mdash

Adjusted EBITDAaL 69 19 4 22 115

Notes



91

12 ALTERNATIVE PERFORMANCE MEASURES ON A PRO FORMA BASIS

The following section sets out the Grouprsquos Alternative Performance Measures on a pro forma basis TheseAlternative Performance Measures on a pro forma basis should not be considered as an alternative to thehistorical financial results or other indicators of the Grouprsquos performance based on pro forma IFRS measuresThey should not be considered as alternatives to pro forma earnings after tax or pro forma net profit asindicators of the Grouprsquos performance or profitability or as alternatives to cash flows from operating investingor financing activities as an indicator of the Grouprsquos liquidity The Alternative Performance Measures on a proforma basis as defined by the Group may not be comparable to similarly titled measures as presented by othercompanies due to differences in the way the Grouprsquos Alternative Performance Measures on a pro forma basisare calculated Even though the Alternative Performance Measures on a pro forma basis are used bymanagement to assess ongoing operating performance and liquidity and these types of measures are commonlyused by investors they have important limitations as analytical tools and they should not be considered inisolation or as substitutes for analysis of the Grouprsquos results or cash flows as reported under IFRS See ldquo26Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basisrdquo

121 Summary

Throughout this Prospectus the Group presents financial measures ratios and adjustments on a pro formabasis that are not required by or presented in accordance with IFRS German GAAP or any other generallyaccepted accounting principles These Alternative Performance Measures on a pro forma basis include AdjustedEBITDA Adjusted EBITDAaL Adjusted EBITDAaL margin Aggregated Adjusted EBITDAaL RecurringOperating Free Cash Flow Recurring Free Cash Flow Cash Conversion and Net Financial Debt See ldquo26 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basisrdquo for adescription of these Alternative Performance Measures on a pro forma basis and why they are important to anunderstanding of the underlying performance of the Vantage Towers Group See ldquo122 Reconciliation ofAlternative Performance Measures on a Pro Forma Basisrdquo below for a reconciliation of each AlternativePerformance Measure on a pro forma basis to its nearest IFRS measure

While each of the components used to calculate these Alternative Performance Measures on a pro formabasis are either (i) directly included in the Unaudited Pro Forma Financial Information contained in Section 10of this Prospectus (ii) derived from the Vantage Towers Grouprsquos accounting records or management reportingsystems or (iii) based on publicly available information the resulting Alternative Performance Measures arenot themselves permitted to be directly included in the Unaudited Pro Forma Financial Information which iscompiled based on IDW Rechnungslegungshinweis Erstellung von Pro Forma Finanzinformationen (IDW RHHFA 1004) (IDW Accounting Practice Statement Preparation of Pro Forma Financial Information (IDW AcPSAAB 1004)) promulgated by the Institut der Wirtschaftspruumlfer in Deutschland e V (Institute of Public Auditorsin Germany) (IDW) as the IDW Accounting Practice Statement does not contemplate the inclusion of suchAlternative Performance Measures

The Alternative Performance Measures on a pro forma basis are however critical to an investorsrsquounderstanding of the key metrics that management analyses in assessing the financial performance of theVantage Towers business and it is therefore in the interests of investors to assess this information over thesame periods as are covered by the Unaudited Pro Forma Financial Information and to understand how theyreconcile to the Unaudited Pro Forma Financial Information

92

The following table sets out an overview of the Alternative Performance Measures on a pro forma basisfor the periods indicated

Pro forma basisTwelve months

endedMarch 31 2020

Nine monthsended

December 31 2020(unaudited) (unaudited)

(EUR millions)Adjusted EBITDA 814 620Adjusted EBITDAaL(1) 523 394Aggregated Adjusted EBITDAaL(1)(2) 749 561Recurring Operating Free Cash Flow 494 377Recurring Free Cash Flow 375 291Cash Conversion 94 96Net Financial Debt NA (1675)

Notes

(1) During the nine months ended December 31 2020 the Group performed a reassessment of its lease portfolio in line with therequirements of IFRS 16 The Company has calculated the impact of the lease reassessment and recognized a EUR 6 million non-cash increase in the sum of pro forma interest on leases and depreciation on right of use assets resulting in a correspondingdecrease in Adjusted EBITDAaL for the nine months ended December 31 2020 on a pro forma basis The Company has notperformed such a reassessment for the twelve months ended March 31 2020 If the lease reassessment was backdated to April 12019 the Company estimates the corresponding non-cash increase would have been EUR 10 million for the twelve months endedMarch 31 2020 on a pro forma basis which would have resulted in an estimated EUR 10 million decrease in the GrouprsquosAdjusted EBITDAaL on a pro forma basis

(2) On January 1 2021 the Group performed a reassessment of Cornerstonersquos lease portfolio in line with the requirements ofIFRS 16 The Company calculated the impact of the lease reassessment and recognized a non-cash increase in the sum of intereston lease liabilities and depreciation on lease-related right of use assets of EUR 3 million (on an ownership share basis) in thenine months ended December 31 2020 on a pro forma basis If the lease reassessment was applied from April 1 2020 theCompany estimates that the non-cash impact would have been EUR 2 million (on an ownership share basis) for the twelvemonths ended March 31 2020 on a pro forma basis

122 Reconciliation of Alternative Performance Measures on a Pro Forma Basis


The table below sets forth the reconciliation of the Grouprsquos Alternative Performance Measure AdjustedEBITDA on a pro forma basis to profit for the period in the pro forma income statements for the periodsindicated


endedMarch 31 2020

Nine monthsended


(EUR millions)Profit for the period 314 214Income tax expense 103 74Interest on lease liabilities 30 41Other finance costs 16 12Other expenses mdash 25Share of results of equity accounted joint ventures (15) (3)


Adjusted EBITDA 814 620

93

1222 Adjusted EBITDAaL and Aggregated Adjusted EBITDAaL

The table below sets forth the reconciliation of the Grouprsquos Alternative Performance Measures AdjustedEBITDAaL and Aggregated Adjusted EBITDAaL on a pro forma basis to profit for the period in the pro formaincome statements for the periods indicated


endedMarch 31 2020

Nine monthsended


(EUR millions)Profit for the period 314 214Income tax expense 103 74Other finance costs 16 12Other expenses mdash 25Share of results of equity accounted joint ventures (15) (3)Depreciation on other property plant and equipment 105 75Recharged capital expenditure revenue mdash (2)Gainslosses on disposal of property plant and equipment mdash mdashOne-off and other items mdash mdash

Adjusted EBITDAaL(1) 523 394Ownership share of INWIT Adjusted EBITDAaL 157(2) 117(3)

Ownership share of Cornerstone Adjusted EBITDAaL(4)(5)(6) 69 50Aggregated Adjusted EBITDAaL(4)(5) 749 561

Notes

(1) During the nine months ended December 31 2020 the Group performed a reassessment of its lease portfolio in line with therequirements of IFRS 16 The Company has calculated the impact of the lease reassessment and recognized a EUR 6 million non-cash increase in the sum of pro forma interest on leases and depreciation on right of use assets for the nine months endedDecember 31 2020 on a pro forma basis The Company has not performed such a reassessment for the twelve months endedMarch 31 2020 If the lease reassessment was backdated to April 1 2019 the Company estimates the corresponding non-cashincrease would have been EUR 10 million for the twelve months ended March 31 2020 on a pro forma basis which would haveresulted in an estimated EUR 10 million decrease in the Grouprsquos Adjusted EBITDAaL on a pro forma basis

(2) The ownership share of INWITrsquos Adjusted EBITDAaL for the twelve months ended March 31 2020 is calculated by multiplyingthe Grouprsquos 332 shareholding in INWIT by the pro forma EBITDA of INWIT for the twelve months from January 1 2019 toDecember 31 2019 and is directly extracted from the INWIT prospectus dated June 10 2020 Lease costs have been estimatedas EUR 209 million based on the INWIT prospectus See ldquo27 INWIT Public Disclosurerdquo and ldquo10 Unaudited Pro FormaFinancial Informationrdquo

(3) The ownership share of INWITrsquos Adjusted EBITDAaL for the nine months ended December 31 2020 is calculated by multiplyingthe Grouprsquos 332 shareholding in INWIT by the pro forma EBITDAaL of INWIT for the nine months ended January 1 2020 toSeptember 30 2020 The pro forma EBITDAaL of INWIT for this period represents INWITrsquos financial performance combinedwith Vodafone Towers Italyrsquos financial performance for the nine months ended September 30 2020 as if the merger of VodafoneTowers Italy into INWIT had occurred on January 1 2020 Lease costs have been estimated as EUR 161 million based on thepublicly available INWIT FY20 guidance See ldquo27 INWIT Public Disclosurerdquo and ldquo10 Unaudited Pro Forma FinancialInformationrdquo

(4) The ownership share of Cornerstone Adjusted EBITDAaL for the twelve months ended March 31 2020 and the nine monthsended December 31 2020 is calculated by multiplying the Grouprsquos 50 equity interest by Cornerstonersquos Adjusted EBITDAaLCornerstonersquos Adjusted EBITDAaL can be derived from ldquo1052(d) Pro Forma Adjustmentsrdquo and ldquo1063(d) Pro FormaAdjustmentsrdquo by totalling revenue operating expenses depreciation on lease-related right of use assets interest on lease liabilitiesand interest on subleases in the Cornerstone pro forma See ldquo28 Cornerstone Financial Informationrdquo and ldquo10 Unaudited ProForma Financial Informationrdquo

(5) On January 1 2021 the Group performed a reassessment of Cornerstonersquos lease portfolio in line with the requirements ofIFRS 16 The Company calculated the impact of the lease reassessment and recognized a non-cash increase in the sum of intereston lease liabilities and depreciation on lease-related right of use assets of EUR 3 million (on an ownership share basis) for thenine months ended December 31 2020 on a pro forma basis If the lease reassessment was applied from April 1 2020 theCompany estimates that the non-cash impact would have been EUR 2 million (on an ownership share basis) for the twelvemonths ended March 31 2020 on a pro forma basis On a like-for-like basis including the effect of the lease reassessmentAdjusted EBITDAaL would have been EUR 67 million (on an ownership share basis) for the twelve months ended March 312020

(6) Going forward changes to Cornerstonersquos staff capitalization methodology will result in an adjustment to Cornerstonersquoscapitalization rate which Cornerstone will reflect by reallocating costs from capital expenditure to operating expenses TheCompany expects that this reallocation will result in increases in operating expenses and reductions in Adjusted EBITDAaL on apro forma basis which would have amounted to EUR 13 million and EUR 11 million for the twelve months ended March 312020 and the nine months ended December 31 2020 respectively had these been applied to those periods Such reallocation

94

would also have resulted in reductions of EUR 12 million to Recurring Free Cash Flow on a pro forma basis of EUR 119million for the twelve months ended March 31 2020 and of EUR 10 million to Recurring Free Cash Flow on a pro forma basisof EUR 88 million for the nine months ended December 31 2020

1223 Recurring Operating Free Cash Flow and Recurring Free Cash Flow

The table below sets forth the reconciliation of the Grouprsquos Alternative Performance Measures RecurringOperating Free Cash Flow and Recurring Free Cash Flow to Adjusted EBITDA on a pro forma basis for theperiods indicated

Pro forma basis(1)

Twelve monthsended

March 31 2020

Nine monthsended


(EUR millions)Adjusted EBITDA 814 620Recharged capital expenditure revenue mdash (2)Cash cost of leases(2) (291) (218)Maintenance capital expenditure (29) (23)

Recurring Operating Free Cash Flow 494 377Net tax paid(3) (103) (74)Interest paid excluding interest paid on lease liabilities(4) (16) (12)Changes in operating working capital(5) NA NA

Recurring Free Cash Flow 375 291

Growth and other capital expenditure including ground leaseoptimization (100) (85)

Notes

(1) No cash flow statement has been prepared for the purpose of the pro forma statements Therefore a reconciliation from AdjustedEBITDA which is reconciled to profit for the period on a pro forma basis has been included

(2) For the purposes of the Unaudited Pro Forma Financial Information and the profit forecast contained in this Prospectus ldquocashcost of leasesrdquo has been calculated as the sum of depreciation on lease-related right of use assets and interest on lease liabilitiesthat were incurred by the Group on a pro forma basis excluding the effects from lease reassessment of the IFRS 16 leaseliability and right of use asset on the sum of associated depreciation on lease-related right of use assets and interest on leaseliabilities During the nine months ended December 31 2020 the Group performed a reassessment of its lease portfolio in linewith the requirements of IFRS 16 The Company has calculated the impact of the lease reassessment and recognized aEUR 6 million non-cash increase in the sum of pro forma interest on leases and depreciation on right of use assets for the ninemonths ended December 31 2020 on a pro forma basis The Company has not performed such a reassessment for the twelvemonths ended March 31 2020 If the lease reassessment was backdated to April 1 2019 the Company estimates thecorresponding non-cash increase would have been EUR 10 million for the twelve months ended March 31 2020 on a pro formabasis

(3) For the purposes of the pro forma reconciliation net tax paid on a pro forma basis is calculated taking into account current taxesas well as prepayments to tax authorities in Germany on a pro forma basis as no pro forma cash flow statement has beenproduced Accordingly amounts disclosed for this measure in future periods will not be strictly comparable to the amounts statedherein which are being provided for illustrative purposes

(4) For the purposes of the pro forma reconciliation the pro forma interest paid excluding interest paid on lease liabilities has beenused as a proxy for cash paid as no pro forma cash flow statement has been produced Accordingly amounts disclosed for thismeasure in future periods will not be strictly comparable to the amounts stated herein which are being provided for illustrativepurposes

(5) As a pro forma opening balance sheet has not been prepared changes in operating working capital are not available for the proforma results Changes in working capital excludes deferred income from recharged capital expenditure revenue and workingcapital related to growth capital expenditure

95


The table below sets forth the calculation of the Grouprsquos Alternative Performance Measure Net FinancialDebt from the pro forma statement of financial position as of December 31 2020 A pro forma statement offinancial position as of March 31 2020 does not exist therefore Net Financial Debt as of March 31 2020 hasnot been included in the table below

Pro FormaBasisAs of

December 312020

(unaudited)(EUR

millions)Bonds mdashCommercial paper mdashBank loans mdashCash collateral liabilities mdashOverdrafts (3)Sum of short term borrowings form related parties and long term borrowings from relatedparties (2602)

Borrowings included in Net Financial Debt (2605)Cash and cash equivalents 6Cash deposits held with related parties 924Other financial instruments mdashMark to market derivative financial instruments mdashShort term investments mdash

Total cash and cash equivalents and other financial instruments 930Net Financial Debt (1675)

123 Segmental Alternative Performance Measures on a Pro Forma Basis

The tables below set forth the Grouprsquos segmental Alternative Performance Measures being AdjustedEBITDA Adjusted EBITDAaL Recurring Operating Free Cash Flow and Cash Conversion on a pro formabasis for the periods indicated

For the twelve months ended March 31 2020




Pro forma Adjusted EBITDA 391 139 113 171 814Pro forma Adjusted EBITDAaL 290 71 53 109 523Pro forma Recurring Operating FreeCash Flow 276 64 48 106 494Pro forma Cash Conversion 95 90 91 97 94

For the nine months ended December 31 2020





96

124 Reconciliations of Segmental Alternative Performance Measures on a Pro Forma Basis


The tables below set forth the reconciliation of segmental Adjusted EBITDA and Recurring OperatingFree Cash Flow on a pro forma basis to profit for the period in the consolidated income statements on a proforma basis for the periods indicated

For the Twelve Months ended March 31 2020


OtherEuropeanMarkets Consolidated

(unaudited) (unaudited) (unaudited) (unaudited) (unaudited)(EUR

millions)Profit for the period 171 46 35 63 314Income tax expense 64 15 9 15 103Interest on lease liabilities 11 5 8 6 30Other finance costs(1) mdash mdash mdash mdash 16Other expenses mdash mdash mdash mdash mdashShare of results of equityaccounted joint ventures(2) mdash mdash mdash mdash (15)Depreciation on other propertyplant and equipment 55 10 9 31 105Depreciation on lease-related rightof use assets 90 63 52 56 261

Adjusted EBITDA 391 139 113 171 814Recharged capital expenditurerevenue mdash mdash mdash mdash mdashCash cost of leases(3) (101) (68) (60) (62) (291)Maintenance capital expenditure (14) (7) (5) (3) (29)


Notes

(1) Other finance costs of EUR 16 million has not been allocated to a segment and has only been considered in the consolidatedtotal

(2) Share of net income from joint ventures of EUR (15) million has not been allocated to a segment and has only been consideredin the consolidated total

(3) For the purposes of the pro forma financial information and the profit forecast contained in this Prospectus ldquocash cost of leasesrdquohas been calculated as the sum of depreciation on lease-related right of use assets and interest on lease liabilities as per therequirements of IFRS 16 excluding the effects from lease reassessment of the IFRS 16 lease liability and right of use asset onthe associated depreciation on lease-related right of use assets and interest on lease liabilities The Company has not performedsuch a reassessment for the twelve months ended March 31 2020 In future periods it is expected that ldquocash cost of leasesrdquo willreflect cash payments made on lease contracts during the period Accordingly amounts disclosed for this measure in futureperiods will not be strictly comparable to the amounts stated herein which are being provided for illustrative purposes

97

For the Nine Months ended December 31 2020




millions)Profit for the period 118 30 24 51 214Income tax expense 47 10 7 10 74Interest on lease liabilities 13 17 6 6 41Other finance costs(1) mdash mdash mdash mdash 12Other expenses 13 4 3 5 25Share of results of equityaccounted joint ventures(2) mdash mdash mdash mdash (3)Depreciation on property plantand equipment 42 8 8 17 75Depreciation on lease-related rightof use assets 67 38 37 41 183

Adjusted EBITDA 300 107 85 129 620Recharged capital expenditurerevenue (1) (1) mdash mdash (2)Cash cost of leases(3) (77) (54) (43) (44) (218)Maintenance capital expenditure (11) (5) (4) (4) (23)


Notes


(2) Share of results of equity accounted joint ventures of EUR (4) million has not been allocated to a segment and has only beenconsidered in the consolidated total

(3) For the purposes of the pro forma financial information and the profit forecast contained in this Prospectus ldquocash cost of leasesrdquohas been calculated as the sum of depreciation on lease-related right of use assets and interest on lease liabilities excluding theeffects from lease reassessment of the IFRS 16 lease liability and right of use asset as well as the associated depreciation onlease-related right of use assets and interest on lease liabilities The Company has calculated the impact of the lease reassessmentand recognized non-cash increases in the sum of pro forma interest on leases and depreciation on right of use assets for the ninemonths ended December 31 2020 on a pro forma basis In future periods it is expected that ldquocash cost of leasesrdquo will reflectcash payments made on lease contracts during the period excluding payments related to ground lease optimization Accordinglyamounts disclosed for this measure in future periods will not be strictly comparable to the amounts stated herein which are beingprovided for illustrative purposes

98


The table below sets forth the reconciliation of segmental Adjusted EBITDAaL on a pro forma basis toprofit for the period in the consolidated income statements on a pro forma basis for the periods indicated





Profit for the period 171 46 35 63 314Income tax expense 64 16 9 14 103Other finance costs(1) mdash mdash mdash mdash 16Other expenses mdash mdash mdash mdash mdashShare of results of equityaccounted joint ventures(1) mdash mdash mdash mdash (15)Depreciation on other propertyplant and equipment 55 10 9 31 105Recharged capital expenditurerevenue mdash mdash mdash mdash mdash

Adjusted EBITDAaL(2) 290 71 53 109 523

Notes(1) Other finance costs and share of results of equity accounted joint ventures have not been allocated to a segment and have only

been considered in the consolidated total(2) During the nine months ended December 31 2020 the Group performed a reassessment of its lease portfolio in line with the

requirements of IFRS 16 The Company has calculated the impact of the lease reassessment and recognized a non-cash increase inthe sum of segmental pro forma interest on leases and depreciation on right of use assets and corresponding decrease insegmental Adjusted EBITDAaL for the nine months ended December 31 2020 on a pro forma basis The Company has notperformed such a reassessment for the twelve months ended March 31 2020





Profit for the period 118 30 24 51 214Income tax expense 47 10 7 10 74Other finance costs(1) mdash mdash mdash mdash 12Other expenses 13 4 3 5 25Share of results of equityaccounted joint ventures(1) mdash mdash mdash mdash (3 )Depreciation on other propertyplant and equipment 42 8 8 17 75Recharged capital expenditurerevenue (1) (1) mdash mdash (2)





125 Consolidated Income Statements of the Group on a Pro Forma Basis by Segment

The segmental Alternative Performance Measures on a pro forma basis are derived from the consolidatedincome statements of the Group on a pro forma basis Accordingly the following tables set out theconsolidated income statements of the Group broken down by segment for the twelve months ended March 312020 and the nine months ended December 31 2020 on a pro forma basis

99

1251

ProFormaConsolidated

IncomeStatem

entof

theGroup

fortheTw

elve

MonthsendedMarch

312

020

Twelve

monthsendedMarch

312

020

Germany

Spain

Greece

Other

EuropeanMarkets

Consolidated

Selected

Towers

Business

Financial

Inform

ation

Pro

form

aGermany

adjustments

Vantage

Towers

Germany

business

ona

pro

form

abasis

Selected

Towers

Business

Financial

Inform

ation

Pro

form

aSpain

adjustments

Vantage

Towers

Spain

business

ona

pro

form

abasis

Selected

Towers

Business

Financial

Inform

ation

Pro

form

aGreece

adjustments

Vantage

Towers

Greece

business

ona

pro

form

abasis

Selected

Towers

Business

Financial

Inform

ation

Pro

form

aOther

European

Markets

adjustments

Vantage

Towers

Other

European

Markets

business

ona

pro

form

abasis

Pro

form

aconsolidated

income

statem

ent

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Revenue

(1)

57

405

462

22137

159

mdash126

126

16182

198

945

Maintenance

costs

(23)

(1)

(24)

(6)

(0)

(6)

mdash(2)

(2)

(4)

1(3)

(35)

Staffcosts

mdash(22)

(22)

mdash(5)

(5)

mdash(4)

(4)

mdash(7)

(7)

(38)

Other

operatingexpenses

(81)

56(25)

(22)

13(9)

mdash(7)

(7)

(36)

20(17)

(58)

Depreciationon

lease-related

right

ofuseassets

(87)

(3)

(90)

(60)

(3)

(63)

mdash(52)

(52)

(55)

(1)

(56)

(261)

Depreciationon

other

propertyp

lant

andequipm

ent

(57)

2(55)

(12)

2(10)

mdash(9)

(9)

(33)

2(31)

(105)

Operatin

gprofit(loss)

(191)

437

246

(78)

144

66mdash

5252

(112)

197

84448

Shareof

results

ofequity

accountedjointventures(2)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

15Intereston

leaseliabilities

(11)

mdash(11)

(5)

mdash(5)

mdash(8)

(8)

(6)

mdash(6)

(30)

Other

finance

costs(3

)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

(16)

Other

income(expenses)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdash

Profit(loss)before

tax

(202)

437

235

(83)

144

61mdash

4444

(118)

197

78417


mdash

(64)

(64)

mdash(15)

(15)

mdash(9)

(9)

mdash(15)

(15)

(103)


(202)

373

171

(83)

129

46mdash

3535

(118)

182

63314

Notes

(1)

Thefollowingtablesetsforth

abreakdow

nof

revenueforthetwelve

monthsendedDecem

ber312

020on

aproformabasisby

service

100

Twelve

monthsendedMarch

312

020

Selected

Towers

Business

Financial

Inform

ation

Proform

aadjustments

Proform

aconsolidated

income

statem

ent

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Macro

Siterevenue

95

795

890

Other

rentalrevenue

033

33(a)

Recharged

capitalexpenditure

revenue

mdash

mdashmdash

Energy

andotherrevenue

mdash

2222

Revenue

95850

945

Note

(a)

Includes

EUR19

millionof

passiveenergy

revenuesplit

evenly

across

segm

entson

apertower

basis

(2)

Shareof

results

ofequity


ofEU

R8millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

(3)

Other

finance

costsof

EUR16

millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

101

1252


IncomeStatem

entof

theGroup

fortheNineMonthsendedDecem

ber312

020

NinemonthsendedDecem

ber312

020

Germany

Spain

Greece

Other

EuropeanMarkets

Consolidated

Total

Towers

Business

financial

inform

ation

forthenine

monthsended

Decem

ber31

2020

Proform

aGermany

adjustments

Vantage

Towers

Germany

business

ona

proform

abasis

Total

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Proform

aSpain

adjustments

Vantage

Towers

Spain

business

ona

proform

abasis

Total

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Proform

aGreece

adjustments

Vantage

Towers

Greece

business

ona

proform

abasis

Total

Towers

Business

financial

inform

ation

forthe

nine

monthsended

Decem

ber31

2020

Proform

aOther

European

Markets

adjustments

Vantage

Towers

Other

European

Markets

business

ona

proform

abasis

Proform

aconsolidated

income

statem

ent

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Revenue

289

69358

121

mdash121

886

9572

79151

725

Maintenance

costs

(19)

(1)

(20)

(4)

(1)

(4)

(0)

(1)

(1)

(2)

(0)

(3)

(28)

Staffcosts

(8)

(8)

(16)

(2)

(2)

(4)

(0)

(2)

(3)

(2)

(4)

(6)

(29)

Other

operatingexpenses

(32)

9(22)

(7)

1(7)

(1)

(6)

(6)

(21)

9(13)

(48)

Depreciationon

lease-relatedright

ofuse

assets

(64)

(2)

(67)

(38)

mdash(38)

(2)

(35)

(37)

(39)

(2)

(41)

(183)

Depreciationon

otherpropertyp

lant

and

equipm

ent

(43)

2(42)

(8)

mdash(8)

(1)

(7)

(8)

(19)

2(17)

(75)

Operatin

gprofit(loss)

123

69192

63(2)

614

3539

(11)

8372

363

Shareof

results

ofequity

accountedjoint

ventures

(b)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

3Intereston

leaseliabilities

(12)

mdash(13)

(17)

mdash(17)

(0)

(6)

(6)

(6)

1(6)

(41)

Other

finance

cost(c)

mdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdash(12)

Other

income(expenses)

(13)

0(13)

(4)

(0)

(4)

(3)

mdash(3)

(5)

(0)

(5)

(25)

Profit(loss)before

tax

98

68166

42(2)

400

2930

(23)

8461

288


(38)

(9)

(47)

(11)

1(10)

(0)

(6)

(7)

(3)

(6)

(10)

(74)


60

59118

31(1)

300

2324

(26)

7851

214

Notes

(1)


nof

revenueforthenine

monthsendedDecem

ber312

020on

aproformabasisby

service

102

Ninemonthsended

Decem

ber312

020

Total

Towers

Business

financial

inform

ation

forthenine

monthsended

Decem

ber31

2020

Proform

aAdjustm

ents

Proform

atotalforthe

nine

months

ended

Decem

ber31

2020

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Macro

Site

revenue

472

213

685

Other

rentalrevenue

615

21Recharged

capitalexpenditure

revenue

2

02

Energy

andotherrevenue

10

717

Revenue

490

235

725

(2)

Shareof

results

ofequity


ofEU

R13

millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

(3)

Other

finance

costsof

EUR12

millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

103

126 Revenue Breakdown by Customer for the Twelve Months ended March 31 2020 on a Pro FormaBasis

1261 Revenue from VodafoneFor the twelve months ended March 31 2020 and the nine months ended December 31 2020 Vantage

Towers received EUR 740 million and EUR 573 million of Macro Site revenue on a pro forma basis under theVodafone MSAs respectively Except in the case of Spain the following table sets out the average pro formarevenue per Site by segment under the terms of the Vodafone MSAs for the twelve months ended March 312020 and the CPI escalation amount by segment for the twelve months ending March 31 2021 and 2022

AverageVodafone MSA

pro formarevenue perMacro Site(1)

Vodafone MSACPI escalator(2)


Pro forma twelvemonths ended

March 31 2020

Actual twelvemonths endingMarch 31 2021


(unaudited) (unaudited) (unaudited)(EUR thousands

except asotherwise indicated)

Germany 202 15 10Spain mdash(4) 06 10Greece 228(5) 02 00Other European Markets 137 11 17Notes

(1) Vodafone may not be present on all Macro Sites The average is equal to revenue derived from Vodafone divided by the totalnumber of Sites in each segment

(2) Vodafone MSA rates for the twelve months ending March 31 2021 have been deflated by a CPI rate by market for the purposesof an implied rate for the twelve months ended March 31 2020

(3) Vodafone MSA rates for the twelve months ending March 31 2022 have been contractually agreed

(4) In Spain Vodafone MSA revenue on a pro forma basis for the twelve months ended March 31 2020 was EUR 133 million basedon revenue from Macro Sites and Micro Sites EUR 124 million of Macro Site revenue and EUR 9 million of revenue fromMicro Sites The information is presented on an aggregated basis due to the portfolio fee mechanism that is applied in Spain

(5) Includes Macro Site revenue from Vodafone and Wind Hellas

1262 Revenue from Customers Other than Vodafone

On a pro forma basis for the twelve months ended March 31 2020 and the nine months endedDecember 31 2020 the Group generated Macro Site revenue of EUR 150 million and EUR 112 millionrespectively from customers other than Vodafone The following table sets out the total Macro Site revenue ona pro forma basis from customers other than Vodafone by segment for the twelve months ended March 312020

Non-Vodafone MacroSite revenue on a proforma basis for twelve

months ended March 312020(1)

Number of Non-VodafoneTenancies on Macro Sites(2)

As ofMarch 31

2020

As ofDecember 31

2020(unaudited)

(EUR millions) (lsquo000)Germany 57 38 40Spain 20 39 43Greece 52 25 25Other European Markets 18(3) 42 43Notes

(1) Total Macro Site revenue on a pro forma basis for the twelve months ended March 31 2020 under the terms of the Grouprsquoscontractual arrangements with customers other than Vodafone including MNO and non-MNO customers

(2) Number of non-Vodafone tenancies on Macro Sites as of the respective dates (excluding active sharing tenancies)

(3) Derivative of historical reciprocal access arrangements Vantage Towers is aiming to increase the reference rate for such non-Vodafone tenancies upon their renegotiation

104

13 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS

Investors should read the following managementrsquos discussion and analysis of financial condition andresults of operations in conjunction with the sections ldquo1 Risk Factorsrdquo ldquo24 Forward-Looking Statementsrdquoldquo25 Presentation of Financial Informationrdquo ldquo26 Non-IFRS Measures on a Combined Basis and AlternativePerformance Measures on a Pro Forma Basisrdquo and ldquo9 Capitalization Indebtedness and Statement of WorkingCapitalrdquo as well as the Audited Six-Month Condensed Combined Interim Financial Statements the UnauditedThree-Month Condensed Combined Interim Financial Statements the Audited Unconsolidated German GAAPFinancial Statements the Audited Unconsolidated IFRS Financial Statements March 2019 and the AuditedUnconsolidated IFRS Financial Statements 2020 and related notes included in ldquo25 Financial Informationrdquobeginning on page F-1

The Grouprsquos audited condensed combined interim financial statements and the other historical financialinformation included in this prospectus do not necessarily indicate the Grouprsquos future results of operationsfinancial position and cash flows In addition the results of operations for interim periods included in thisProspectus are not necessarily indicative of the results to be expected for the full year or any future reportingperiod

131 Overview

Vantage Towers is a leading European mobile telecommunications tower infrastructure operator asmeasured by scale and geographic diversification with approximately 82000 Macro Sites and approximately7100 Micro Sites across 10 markets in nine of which it ranks either first or second by number of Sites(Source Company Market Position Assessment) Vantage Towers has a controlling interest in its operations inGermany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland (ie the ConsolidatedMarkets) and a co-controlling interest in tower infrastructure operators in Italy and the United Kingdom InGreece the Group owns 62 of the outstanding share capital of Vantage Towers Greece and expects to acquirethe remaining 38 seven calendar days after Admission following the triggering of a call option onFebruary 24 2021 In Italy Vantage Towers owns 332 of the outstanding share capital of INWIT whichoperates approximately 22100 Macro Sites and in the United Kingdom Vantage Towers owns 50 of theoutstanding share capital of Cornerstone which operates approximately 14200 Macro Sites

132 Overview of the Grouprsquos Combined Financial Performance

The table below sets out key IFRS and Non-IFRS Measures on a combined basis for the Vantage TowersGroup as of the dates and for the periods presented on a combined basis For a reconciliation of the Non-IFRSMeasures on a combined basis to the nearest IFRS measure see ldquo112 Reconciliation of Non-IFRS Measuresrdquo

As ofFor thesix months ended

September 30 2020

As ofFor thethree months endedDecember 31 2020


(unaudited)

(EUR millions)Financial ResultsRevenue 265 211Operating profit 142 108Profit for the period 88 50Non-IFRS Measures (unaudited)Adjusted EBITDA(1) 231 179Adjusted EBITDAaL(2) 152 115Recurring Operating Free Cash Flow(3) 189 119Recurring Free Cash Flow(4) 60 215Free Cash Flow(5) 20 190Net Financial Debt(6) 7 (1675)

Notes

(1) Adjusted EBITDA is defined as operating profit before depreciation on lease-related right of use assets depreciation amortizationand gainslosses on disposal for fixed assets and excluding impairment losses restructuring costs arising from discreterestructuring plans other operating income and expense and significant items that are not considered by management to bereflective of the underlying performance of the Group Adjusted EBITDA is a Non-IFRS Measure and should not be viewed asan alternative to the equivalent IFRS measure

105

(2) Adjusted EBITDAaL is defined as Adjusted EBITDA less recharged capital expenditure revenue and after depreciation on lease-related right of use assets and deduction of interest on lease liabilities Recharged capital expenditure revenue represents directrecharges to Vodafone of capital expenditure in connection with upgrades to existing Sites Adjusted EBITDAaL is a Non-IFRSMeasure and should not be viewed as an alternative to the equivalent IFRS measure

(3) Recurring Operating Free Cash Flow is defined as Adjusted EBITDAaL plus depreciation on lease-related right of use assets andinterest on lease liabilities less cash lease costs and maintenance capital expenditure Recurring Operating Free Cash Flow is aNon-IFRS Measure and should not be viewed as an alternative to the equivalent IFRS measure

(4) Recurring Free Cash Flow is defined as Recurring Operating Free Cash Flow less tax paid and interest paid and adjusted forchanges in operating working capital Recurring Free Cash Flow is a Non-IFRS Measure and should not be viewed as analternative to the equivalent IFRS measure

(5) Free Cash Flow is defined as Recurring Free Cash Flow less growth and other capital expenditure including ground leaseoptimization and dividends paid to non-controlling shareholders in subsidiaries plus recharged capital expenditure receipts fromVodafone gainslosses for disposal of fixed assets and dividends received from joint ventures and adjusted for changes in non-operating working capital and one-off and other items One-off and other items comprise impairment losses restructuring costsarising from discrete restructuring plans and other operating income and expense and significant items that are not considered bymanagement to be reflective of the underlying performance of the Group These items are not a recognized term under IFRSOne-off and other items are subject to certain discretion in the allocation of various income and expenses and the application ofdiscretion may differ from company to company One-off and other items might also include expenses that will recur in futureaccounting periods

(6) Net Financial Debt is defined as long-term borrowings short-term borrowings borrowings from Vodafone Group companies andmark-to-market adjustments less cash and cash equivalents and short-term investments and excluding lease liabilities NetFinancial Debt is a Non-IFRS Measure and should not be viewed as an alternative to the equivalent IFRS measure

133 The Vantage Towers Condensed Combined Interim Financial Statements

1331 Background to the Establishment of the Vantage Towers Group

In order to create Vantage Towers Vodafone was required to separate its European tower infrastructureassets in Germany Spain Portugal the Czech Republic Hungary Romania and Ireland (both legally andoperationally) into a new stand-alone tower infrastructure business In order to achieve a complete separation ofthese tower infrastructure assets from the other parts of the Vodafone Group the tower infrastructure assets ineach relevant market were grouped into a business unit within the Vodafone operating company in that marketand then carved out of the operating company into a separate legal entity controlled by Vodafone either by wayof a hive-down a demerger or otherwise In a second step each of these entities except for the GermanTowers Business which was assumed by the Company by way of the German Hive-Down was transferred toCTHC an indirect wholly owned subsidiary of Vodafone Group Plc via a share-for-share exchange OnNovember 19 2020 Vodafone contributed its 332 shareholding in INWIT to CTHC and on December 172020 CTHC was acquired by the Company On December 22 2020 CTHC acquired 62 of Vantage TowersGreece and on January 14 2021 CTHC acquired the 50 shareholding in Cornerstone at which point theprocess of establishing the Vantage Towers Group was completed For the purposes of this Prospectusreferences to the ldquoTowers Businessrdquo are to the business carried out by Vodafonersquos European towerinfrastructure assets in Germany Spain Portugal the Czech Republic Romania Hungary and Ireland prior totheir separation into Vantage Towers Vantage Towers Greece and the equity investments in INWIT andCornerstone are not included within the definition of the Towers Business The process by which VantageTowers was established is referred to as the ldquoReorganizationrdquo For more information on the Reorganizationsee ldquo3 Reorganizationrdquo

1332 Basis of Preparation of the Condensed Combined Interim Financial Statements

This Prospectus contains

(i) audited condensed combined interim financial statements of the Group as of and for the six monthsended September 30 2020 (the ldquoAudited Six-Month Condensed Combined Interim FinancialStatementsrdquo) and

(ii) unaudited condensed combined interim financial statements as of and for the three months endedDecember 31 2020 (the ldquoUnaudited Three-Month Condensed Combined Interim FinancialStatementsrdquo and together with the Audited Six-Month Combined Interim Financial Statementsthe ldquoCondensed Combined Interim Financial Statementsrdquo)

As of September 30 2020 and December 31 2020 respectively the tower infrastructure assets that makeup the Towers Business were under the common control of Vodafone Group Plc but were not under the directcontrol of a single company so as to form a consolidated group As a result of the staged nature of theReorganization the effective date of the legal separation of the different tower infrastructure assets from therelevant Vodafone operating companies in which they were originally held took place on various dates between

106

March 18 2020 and November 13 2020 Following the contribution of the INWIT shareholding to CTHC andCTHCrsquos acquisition of the 62 shareholding in Vantage Towers Greece and the 50 shareholding inCornerstone both as described above the Group was formed Accordingly the Condensed Combined InterimFinancial Statements have been prepared on a combined basis in order to reflect the combined performance ofthe tower infrastructure assets that make up the Towers Business from the date they were legally separatedfrom the relevant Vodafone operating company by which they were previously owned or in the case of INWITcontributed to CTHC or in the case of Vantage Towers Greece and Cornerstone acquired by CTHC As aresult the Audited Six-Month Condensed Combined Interim Financial Statements do not reflect the results ofVantage Towers Greece Vantage Towers Hungary Vantage Towers Romania or the Grouprsquos equity investmentin INWIT because Vantage Towers Greece had not been incorporated Vantage Towers Hungary and VantageTowers Romania had not been legally separated and the Grouprsquos equity investment in INWIT had not beencontributed to Vantage Towers as of September 30 2020 Neither the Audited Six-Month Condensed CombinedInterim Financial Statements nor the Unaudited Three-Month Condensed Combined Interim FinancialStatements reflect the results of the Grouprsquos equity investment in Cornerstone because CTHC had not acquiredthe 50 shareholding in Cornerstone as of September 30 2020 or December 31 2020 respectivelySee ldquo1333 Comparability of the Unaudited Three-Month Condensed Combined Interim Financial Statementsand the Audited Six-Month Condensed Combined Interim Financial Statementsrdquo below

The Condensed Combined Interim Financial Statements have been prepared on a historical cost basisexcept for certain financial and equity instruments that have been measured at fair value Historical cost isgenerally based on the fair value of the consideration given in exchange for goods and services

The assets liabilities and profit or loss of the entities comprising the Vantage Towers Group have beencombined All transactions and balances between entities included within the Group have been eliminatedWhere there are transactions with Vodafone entities outside of the Vantage Towers Group these transactionsare disclosed as related party transactions in Note 8 to both the Audited Six-Month Condensed CombinedInterim Financial Statements and the Unaudited Three-Month Condensed Combined Interim FinancialStatements

Additional information on the scope and basis of preparation of the Unaudited Three-Month CondensedCombined Interim Financial Statements and the Audited Six-Month Condensed Combined Interim FinancialStatements is presented in Note 1 to both sets of financial statements

1333 Comparability of the Unaudited Three-Month Condensed Combined Interim Financial Statementsand the Audited Six-Month Condensed Combined Interim Financial Statements

As the Reorganization took place in a staged manner as described above the Unaudited Three-MonthCondensed Combined Interim Financial Statements and the Audited Six-Month Condensed Combined InterimFinancial Statements do not represent the results of operations financial position or cash flows of the Group(being the Company its subsidiaries and its equity investments in INWIT and Cornerstone) had it operated as astand-alone consolidated group since April 1 2020

The entities within the Group have been included within the Condensed Combined Interim FinancialStatements from the effective date of their legal separation from Vodafone their incorporation or theircontribution to or acquisition by CTHC as applicable The Audited Six-Month Condensed Combined InterimFinancial Statements include the Grouprsquos combined statement of financial position as of September 30 2020and the combined income statement and statement of cash flows of the Group for the six months then endedThe combined income statement and statement of cash flows for the six months ended September 30 2020reflect the results of

bull Vantage Towers Spain from March 18 2020

bull Vantage Towers Germany (ie the Company) from May 25 2020

bull Vantage Towers Ireland from June 1 2020

bull Vantage Towers Portugal from July 16 2020 and

bull Vantage Towers Czech Republic from September 1 2020

The Audited Six-Month Condensed Combined Interim Financial Statements do not reflect the results ofVantage Towers Greece Vantage Towers Hungary Vantage Towers Romania or the Grouprsquos shareholdings inINWIT or Cornerstone because Vantage Towers Greece had not been incorporated Vantage Towers Hungaryand Vantage Towers Romania had not been legally separated and the Grouprsquos shareholdings in INWIT and

107

Cornerstone had not been contributed to Vantage Towers in the case of INWIT or acquired by CTHC in thecase of Cornerstone as of September 30 2020

The Unaudited Three-Month Condensed Combined Interim Financial Statements include the Grouprsquoscombined statement of financial position as of December 31 2020 and the combined income statement andstatement of cash flows of the Group for the three months then ended The combined income statement andcombined statement of cash flows for the three months ended December 31 2020 reflect the results of

bull Vantage Towers Germany (ie the Company) Vantage Towers Spain Vantage Towers IrelandVantage Towers Portugal and Vantage Towers Czech Republic for the entire three-month period

bull Vantage Towers Hungary from November 1 2020

bull Vantage Towers Romania from November 13 2020

bull the Grouprsquos shareholding in INWIT from November 19 2020 and

bull Vantage Towers Greece from December 22 2020

CTHC the intermediate holding company that the Company acquired on December 17 2020 has beenincluded in the Unaudited Three-Month Condensed Combined Interim Financial Statements from that date

Neither the Unaudited Three-Month Condensed Combined Interim Financial Statements nor the AuditedSix-Month Condensed Combined Interim Financial Statements reflect the Grouprsquos acquisition of itsshareholding in Cornerstone which became effective on January 14 2021

As a result neither the Unaudited Three-Month Condensed Combined Interim Financial Statements northe Audited Six-Month Condensed Combined Interim Financial Statements is indicative of the results thatwould have been obtained by the Group if it had operated under the same legal structure during the periodspresented Furthermore neither the Unaudited Three-Month Condensed Combined Interim Financial Statementsnor the Audited Six-Month Condensed Combined Interim Financial Statements are directly comparable withthe other financial information included in this Prospectus

134 Segment Reporting

The Group has four reporting segments comprising Germany Spain Greece and Other European MarketsThese reporting segments reflect the basis on which the Group manages its interests and are reconciled to theGrouprsquos combined interim financial statements in line with IFRS 8 ldquoOperating Segmentsrdquo The Grouprsquosoperating segments are established on the basis of those components of the Group that are evaluated regularlyby the chief operating decision maker in deciding how to allocate resources and in assessing performance TheGroup has determined that the Management Board is the chief operating decision maker The Group has asingle group of similar services and products as discussed in detail herein Revenue is attributed to a countryor region based on the location of the tower assets and company reporting the associated revenue Transactionsbetween segments are charged at armsrsquo-length prices The Germany Spain and Greece reporting segmentsinclude the Grouprsquos operations in each of these jurisdictions respectively The Other European Marketsreporting segment consists of the Grouprsquos operations in the Czech Republic Hungary Ireland Portugal andRomania

135 The Vantage Towers Business Model

Vantage Towers has a business model with clear and predictable structural growth drivers consistent costsand high cash conversion

1351 Revenue

Vantage Towers generates revenue by leasing space on its Sites and providing related services as well asby constructing new BTS Sites The Group provides its services pursuant to long-term contractual arrangementswith the Vodafone Group its largest customer other MNOs and customers other than MNOs (referred to asldquonon-MNOsrdquo) The Group earns inflation-linked revenues from its relationship with Vodafone and certain otherMNOs While the majority of the Grouprsquos contracts with other MNO customers are not currently linked toinflation the Group aims to include CPI escalators in its customer contracts as they expire and are renegotiatedThe Group is seeking to further grow its revenues by adding new MNO customers as well as non-MNOcustomers to its Sites Previously Vodafone did not have a management team focused on the commercialdevelopment of the Passive Infrastructure assets that were separated out to form the Towers Business andtherefore these assets received relatively little business development focus prior to the establishment of Vantage

108

Towers The Group has other secured future revenue streams from BTS commitments made by the VodafoneGroup and Wind Hellas in Greece

Vantage Towers provides its services under a combination of long-term contractual arrangements (egMSAs and framework agreements) and ISAs The long-term contractual arrangements set out the framework ofprincipal commercial terms that govern the provision of Site space The ISAs are separate and individualagreements (incorporating the provisions of the MSA) that govern the services provided by the Group on eachrelevant Site and include Site-specific information (eg location and equipment details) The Group providesits services to the Vodafone Group pursuant to the Vodafone MSAs which have an initial term of eight years(until November 2028) and renew automatically following the expiration of their initial term for threeadditional eight-year terms subject to the Vodafone Operatorrsquos right at the end of each term not to extend theagreement Under the terms of the Vodafone MSAs Vantage Towers charges the Vodafone operator a tenant feewhich includes a base service charge and additional service charges See ldquo1362 Revenue from the GrouprsquosRelationship with Vodafonerdquo for additional information regarding these charges The base service charges andthe additional service charges vary annually by reference to an agreed consumer price index (ldquoCPIrdquo) thattypically has a floor of 0 (other than in Germany where the floor is negative 2 to comply with legalrequirements) and a cap of 2 (other than Hungary where the cap is 3) Subject to these caps and floors thepayment provisions and associated escalators in the Vodafone MSAs mitigate the risk of deflation whileproviding strong protection from inflation within each market See ldquo1369 Inflationrdquo below

The Group generates revenue based on the different services it offers including Macro Site revenue otherrental revenue recharged capital expenditure revenue and energy and other revenue The Group earns the vastmajority of its revenue based on long-term contractual demand from Vodafone and other MNOs on MacroSites Macro Site revenue represents revenue earned from renting space and providing services to customers onMacro Sites Fees are charged on a per Site basis except in the case of certain Active Sharing Arrangements inSpain and Portugal pursuant to which Vodafone and the contracting MNO have agreed to apply a portfolio feeto all Sites Under this portfolio fee structure one overall fee is charged for all Sites The fee enables a certainnumber of Sites to be decommissioned pursuant to the Active Sharing Arrangements within the relevant marketwith no impact on fees The Group also earns ancillary revenue from a growing business providing Micro Sitesand from providing energy and upgrade services to its customers Other rental revenue represents revenueearned from renting space and providing services to tenants on Sites other than Macro Sites Recharged capitalexpenditure revenue represents direct recharges to Vodafone of capital expenditure in connection with upgradesto existing Sites Recharged capital expenditure revenue is recognized over the term of the associated MSAresulting in deferred income recognition The portion of deferred revenue is then released through theremaining term of the MSA Virtually no recharged capital expenditure revenue was generated during the sixmonths ended September 30 2020 and the three months ended December 31 2020 however recharged capitalexpenditure revenue is expected to increase over time as the Vodafone MSAs have come into force Energy andother revenue represents revenue earned from passive energy service charges and a de minimis amount oflicensing revenue in Greece

1352 Costs

The Grouprsquos primary costs include ground lease costs and operating expenses which include maintenancecosts staff costs and other operating expenses

13521 Ground Lease Costs

Ground lease costs are the Grouprsquos single largest cost and its largest efficiency opportunity As ofDecember 31 2020 94 of the Grouprsquos total Sites were leased at an average lease cost per Macro Site ofapproximately EUR 6400 calculated by dividing the ground lease expense for the three months endedDecember 31 2020 by the total number of Macro Sites as of December 31 2020 On a segmental basisaverage lease costs in Germany Spain Greece and Other European Markets calculated on the same basis wereapproximately EUR 5000 EUR 8000 EUR 12000 and EUR 5000 respectively

Ground lease costs comprise the rents that the Group pays to landlords to locate telecommunicationsinfrastructure on the landlordsrsquo property GBTs typically have lower ground lease costs than rooftop towers(ldquoRTTsrdquo) due to the over-representation of RTTs in urban areas with less availability and more demand

For financial periods beginning on or after April 1 2019 ground lease costs are recognized in line withthe requirements of IFRS 16 ldquoLeasesrdquo which means they are reflected within the line items ldquodepreciation onlease-related right of use assetsrdquo and ldquointerest on lease liabilitiesrdquo in the Grouprsquos income statement

109

A significant portion of the Grouprsquos ground leases are linked to an inflation index In addition some of theGrouprsquos ground leases including in Germany include adjustment provisions for certain events The majority ofthese leases have a duration of more than five years excluding rolling leases providing the Group withvisibility over its medium-term ground lease costs The Group is partially protected against increases in rentalfees at certain Sites by provisions in the Vodafone MSAs that pass a portion of rental increases over prescribedthresholds through to the Vodafone Group Since the management team was established the Group has begunto optimize its lease portfolio as described under ldquo1366 Ground Lease Optimization Initiativesrdquo

1353 Operating Expenses

The grouprsquos operating expenses are composed of maintenance costs staff costs and other operatingexpenses as defined below

13531 Maintenance Costs

With the exception of Spain and Greece the Group incurs maintenance costs in the Consolidated Marketsfrom the Vodafone Group under the terms of the Long-Term Services Agreements pursuant to which Vodafoneenables the Group to access the services of third-party service providers with which the Vodafone Group hascontracted through a small number of regional or national maintenance contracts in each market (except in thecase of Romania where maintenance services are provided directly by Vodafone Romania) With the exceptionof Spain and Romania these contracts have been in place since before the Reorganization and the OampMservices provided under them are continuations of services provided prior to this time The contracts relate toboth Active Equipment and Passive Infrastructure because they were negotiated when the Grouprsquos assets wereoperated as an integrated part of the Vodafone Group However the Group plans to negotiate stand-alonePassive Infrastructure OampM contracts directly with third-party service providers on a rolling basis as thecurrent third-party service contracts come to an end In Spain Vantage Towers Spain incurs maintenance costsdirectly with a third-party service provider and in Romania Vantage Towers incurs maintenance costs directlywith Vodafone Romania In Greece maintenance costs are incurred from Victus The Group has set out aroadmap to reduce maintenance costs by introducing remote management and predictive maintenance andmanagement solutions and contract renegotiation In July 2020 the Group introduced an initial version ofTIMS (ie Tower Information Management System) which is the Grouprsquos inventory management system inwhich Vantage Towersrsquo standardized processes are mapped TIMS is expected to have full operationalcapabilities including mobile workforce enablement in August 2021 In addition in the second half of 2021the Group expects to conduct an initial roll out of Digital Twin a software solution that provides a 3D digitalrepresentation of Sites to enable the Group and its customers to perform Site activity remotely therebyreducing the need for and costs of Site visits See ldquo16313 Best-in-Class Toolsrdquo and ldquo16333 Best-in-ClassOperational Efficiencyrdquo for more information

13532 Staff Costs

Staff costs include wages and salaries social security contributions accruals related to share basedpayments retirement benefits and other contingencies commitments or personal expenses Staff costs alsoincludes head office costs and other general costs The Group is considering opportunities to increase staff costefficiencies as it continues to establish the businessrsquo stand-alone capabilities within an efficient and flexibleorganizational structure

13533 Other Operating Expenses

Other operating expenses includes energy costs costs related to the Transitional Services AgreementsLong-Term Services Agreements and Support Agreements (excluding those allocated to maintenance and staff)and other general and administrative costs The Group incurs energy costs in relation to Active Energy whichis the energy consumed by Active Equipment and Passive Energy which is the energy consumed by theGrouprsquos own Passive Infrastructure Active Energy costs are passed through to the Grouprsquos customers based onconsumption with no margin for the Group and are therefore netted out of the Grouprsquos income statementPassive Energy costs are mostly offset by fixed annual fees per Site agreed every three years and charged ineach of the Grouprsquos markets which result in de minimis margins for the Group The Group is implementing anumber of efficiencies to lower energy consumption and costs including upgrading energy technology usingenergy-efficient rectifiers free cooling systems and green solutions such as solar power installations at its Sitesand migrating its energy model onto a fully remote monitoring and metering system with the goal of installingenergy meters on 80 of its Sites by 2023 In the case of Vodafone the Passive Energy fixed fees per Site aresubject to review every three years enabling the Group to recover the savings from cost reductions associated

110

with its energy efficiency initiatives In Greece Vodafone procures power supply for each Site directly fromenergy suppliers

Costs under the Transitional Services Agreements Long-Term Services Agreements and SupportAgreements correspond to the services provided under these agreements For a description of certain of theseservices see ldquo171 Material Contracts between the Vantage Towers Group and the Vodafone Grouprdquo Theseand the remaining components of other operating expenses increase with inflation

136 Key Factors Affecting the Grouprsquos Results of Operations

The Group believes that the factors discussed below have significantly affected the results of operations ofthe Towers Business in the past andor have had or will have a material impact on the Grouprsquos results ofoperations financial position and cash flow in future periods

1361 Demand for Mobile Telecommunications Services

Demand for new Sites and additional tenancies on the Grouprsquos Sites is primarily driven by densificationrequirements and coverage obligations which are in turn impacted by consumer and enterprise demand formobile voice and data services as well as advances in technology such as the roll out of 5G

For an MNO to expand its network and improve quality as subscribers and data usage increase it mustmaintain effective capacity to ensure network stability and a lack of congestion This in turn requires thatMNOs increase their tenancies by locating additional antennae equipment on existing Sites contracting to buildnew Sites to ensure greater network coverage and density or entering into sharing arrangements with otherMNOs

Mobile data usage in Europe continues to grow rapidly given increasing smartphone use and the growingadoption of internet-based applications In response to this growth MNOs are deploying additional equipmenton existing networks while also rolling out more advanced 5G mobile networks to address coverage andcapacity needs The Company estimates that this roll out will result in the percentage of total mobileconnections in Western Europe that are 5G connections increasing from 2 in 2020 to 42 in 2024Additionally between 2020 and 2024 mobile data consumption is expected to grow 24 times from 40000petabyte (ldquoPBrdquo) per year to 96000 PB per year (Source Company Internal Analysis) The Group anticipatesincreasing network densification after 2025 as MNOsrsquo existing network infrastructure is insufficient to provideadequate coverage for forecast levels of data usage The Group expects that the need to densify networks inorder to meet the range and capacity requirements of the high frequency spectrum used to deliver full 5G(which national governments are auctioning to further enable 5G coverage) will provide growth in demand forits Sites

The Group also expects that MNOs will increasingly need further tenancies to address short- to medium-term coverage obligations In a number of the Grouprsquos principal markets as well as those of INWIT andCornerstone national regulators have established coverage obligations that require MNOs to provide networkcoverage of certain quality over certain areas For example in Germany MNOs must provide coverage for 98of households with more than 100Mbit per second download speed by 2022 road and rail coverage 1000 new5G base stations and 500 base stations in ldquowhite spotrdquo areas These obligations are expected to drive significantroll out in underserved areas with Vodafone Deutsche Telekom and Telefoacutenica Deutschland having signed aletter of intent to coordinate the set-up and operation of 6000 Sites in ldquowhite spotrdquo areas (ie areas in whichno MNO provides coverage) across rural areas and transportation routes In addition Deutsche Telekom andVodafone have agreed (subject to competition and regulatory approvals) to improve coverage in ldquogray spotrdquoareas (ie areas in which only one MNO provides coverage) via active sharing of approximately 3600 SitesOn January 19 2021 Telefoacutenica announced that it had entered into letters of intent (subject to competition andregulatory approvals) with Deutsche Telekom and Vodafone to share their active networks in ldquogray spotsrdquo

Similarly in Italy MNOs are required to provide 5G network coverage to 80 of the population withinthree years (four years for new entrants) of auctioned spectrum becoming available in 2022 and 994 of thepopulation within four and a half years In the United Kingdom an industry-led Shared Rural Network (theldquoSRNrdquo) provides for individual MNO coverage commitments that have replaced government coverageobligations on 700MHz spectrum at the next auction The SRN aims to extend combined 4G coverage to 95of the United Kingdom by the end of 2025 The coverage commitments of one of Cornerstonersquos anchor tenantsVodafone UK cover an additional 90000 premises (total MNO commitments of 280000) and 8500 additionalkilometers of roads (total MNO commitments of 16000 kilometers) In Spain the 700MHz spectrum auction isexpected to take place during the first half of 2021 It is proposed that the auction will include coverageobligations requiring 100 coverage for towns of more than 20000 inhabitants within three years as well as to

111

motorways dual carriageways and multi-lane roads and high-speed railway passenger stations In Portugal a5G spectrum auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands) finished in January 2021while the 5G spectrum auction for existing MNOs is ongoing and is expected to finish in the first quarter of2021 MNOs acquiring spectrum in the auctions will be required to provide 5G coverage to 95 of thecountryrsquos total population by 2025 In Greece new obligations attaching to the 2GHz 35GHz 26GHz and700MHz auctions held in December 2020 include population coverage within the first three years a 100 Mbpsminimum level of downloaded data throughputs and a minimum of 300 5G Sites to be installed for the 34-38GHz spectrum Voluntary 5G coverage obligations are being expanded in Hungary and are already in place inthe Czech Republic They are also expected to be applied to upcoming spectrum auctions in Romania andIreland

Vantage Towers added approximately 1400 net tenancies to its Macro Sites between March 31 2020 andDecember 31 2020 The Group estimates that approximately 57000 new points of presence on Macro Sites(ldquoPoPsrdquo which the Group refers to as tenancies) will be required in its Consolidated Markets by March 312025 to address coverage obligations and to a lesser extent densification needs For additional informationsee ldquo15 Industry Overviewldquo

1362 Revenue from the Grouprsquos Relationship with Vodafone

Members of Vantage Towers have entered into MSAs with members of the Vodafone Group in each of themarkets in which Vantage Towers operates which provide consistent CPI-linked revenues that support theGrouprsquos margins While the Vodafone MSAs vary from market to market their key provisions are broadly thesame As discussed further below the terms of the Vodafone MSAs provide Vantage Towers with a high degreeof visibility and predictability over its future revenues and cash flows and the Company believes that therecurring nature of the payments under these Vodafone MSAs will support the stability and growth of theGrouprsquos revenues and cash flows over the medium and long term

The Vodafone MSAs have been entered into for an initial term of eight years (until November 2028) andrenew automatically following the expiration of their initial term for three additional eight-year terms subjectto the Vodafone Operatorrsquos right at the end of each term not to extend the agreement Under the terms of theVodafone MSAs Vantage Towers charges a tenant fee to Vodafone for use of its Sites and related services Thisincludes a base service charge and additional service charges The additional service charges include chargesfor services provided on Sites that Vodafone has designated as Strategic Sites (if applicable) Sites thatVodafone has designated as Critical Sites and Sites subject to Active Sharing Arrangements If a tenancy isadded to a Site the Vodafone Operator receives an additional tenant discount to its base service charge unlessthe tenant was colocating on the Site at the effective date of the Vodafone MSA and is installing more ActiveEquipment or renewing its Site agreement Other than in Greece (where the discount does not apply) andwithin certain Central and Eastern European markets (where the discount is lower) the additional tenantdiscount is 15 of the original anchor fee This additional tenant discount does not apply to Vodafonersquospartners Deutsche Telekom and Telefoacutenica Deutschland sharing on German ldquowhite spotrdquo Sites or to additionalactive sharing counterparties on any Site Over the medium term the Company expects the impact of anchortenant discounts on revenue to be less than EUR 10 million per year A ldquoStrategic Siterdquo is a Site that is ofstrategic importance to a Vodafone Operator from a network management perspective Vodafone has consentrights over other MNOs colocating on Strategic Sites As of December 31 2020 approximately 3 of theGrouprsquos Sites were designated as Strategic Sites A ldquoCritical Siterdquo is a Site subject to higher service levels ASite can be designated as both a Strategic Site and a Critical Site For further informationsee ldquo17129 Strategic Sitesrdquo and ldquo171210 Critical Sitesrdquo The Group also receives additional servicecharges to recover portions of ground rent increases over stipulated thresholds (input cost recovery) and ifVodafone requires additional space weight or power at a Site over and above the configuration reserved undera Vodafone MSA (loading charges) The base service fees and the additional service charges vary annually byreference to an agreed CPI as described under ldquo135 The Vantage Towers Business Modelrdquo above The Groupalso receives charges for Active Energy and Passive Energy services

For the six months ended September 30 2020 and the three months ended December 31 2020 the Groupgenerated revenue of EUR 232 million and EUR 187 million respectively from Vodafone For the six monthsended September 30 2020 and the three months ended December 31 2020 revenue from Vodafone principallycomprised Macro Site revenue in Germany

As part of the Vodafone BTS Commitment Vodafone has also committed to contract for the constructionof approximately 6850 new BTS Sites from Vantage Towers that the Group believes provide it with additionalvisibility on future revenue growth See ldquo1365 Number of Sitesrdquo below The pricing of new standardconfiguration BTS Sites under the Vodafone BTS Commitment is expected to be in line with existing anchor

112

fees for standard configuration Macro Sites under the Vodafone MSAs except in the case of the approximately2000 Macro Sites to be built in remote ldquowhite spotrdquo areas in Germany on which a single fee representative ofone anchor fee and one third-party fee is expected to be charged Such a ldquowhite spot feerdquo will be higher thanthe Grouprsquos other fees due to three tenants being colocated on each Macro Site and these Macro Sites havinghigher construction costs There is built-in protection for Vantage Towers if new BTS Site capital expenditurecosts exceed certain thresholds in the form of a recharge back to Vodafone Vantage Towers has preferredsupplier status under the terms of the Vodafone MSAs for any Vodafone Sites over and above the VodafoneBTS Commitment

1363 Revenue from Other Customers

In addition to the revenue generated from the Vodafone MSAs the Group also benefits from strongrevenue visibility and predictability from long-term contractual commitments with its other MNO customerswhich include the leading MNOs in each of its markets and from agreements with a number of non-MNOsThe Grouprsquos contracts with other MNOs have a typical duration of eight years and the majority includeautomatic rollover or extension clauses that are either long-term or without limitation The annual paymentsvary depending upon numerous factors such as the number of Sites related to the contracts Site location andclassification (including height) the configuration of equipment on the Site and ground space required by thecustomer Approximately one-third of the Grouprsquos contracts with other MNO customers are linked to inflationand the Group aims to include CPI escalators in its customer contracts as they expire and are renegotiated InGreece as part of its contractual arrangements with the Group Wind Hellas has committed to contract for theconstruction of 250 new BTS Sites and to use Vantage Towers Greece as its preferred supplier for Sites subjectto certain limited exceptions providing the Group with further visibility on its revenue growth

Between April 1 2020 and December 31 2020 the Group added approximately 1100 non-Vodafonetenancies of which approximately 600 were tenancies from the Active Sharing Arrangement in Spain For thesix months ended September 30 2020 and the three months ended December 31 2020 the Group generatedrevenue of EUR 33 million and EUR 25 million respectively from customers other than Vodafone For the sixmonths ended September 30 2020 and the three months ended December 31 2020 revenue from customersother than Vodafone principally comprised Macro Site revenue

1364 Tenancy Ratio and Impact of Colocations

The Grouprsquos operating leverage is supported by the addition of new tenancies Prior to the establishmentof Vantage Towers there was limited focus on adding new tenants to the Towers Business As a dedicatedmobile telecommunications tower infrastructure operator the Group is aiming to increase its tenancy ratios andits returns by adding new tenants on its Sites and installing new Active Equipment for its customers TheGroup is actively seeking to generate additional revenues and improve its margins by attracting new customers(also referred to as ldquotenantsrdquo) whether MNOs or non-MNOs onto its Sites with relatively low additional costDue to the relatively fixed nature of the Grouprsquos costs if the Group attracts additional tenants or addsadditional Active Equipment to its Sites it can generate higher margins and create significant value for thebusiness Tenancies can be physical tenancies (ie when a customer locates its Active Equipment on a Site) oractive sharing tenancies (ie when a customer shares its Active Equipment on a Site with a counterparty underan active sharing agreement) Where more than one customer is physically hosted on a single Site this isknown as colocation By colocating additional physical tenants on its Sites or adding active sharing tenanciesthe Group increases its tenancy ratio The Group defines tenancy ratio as the total number of tenancies(including physical tenancies and active sharing tenancies) on the Grouprsquos Macro Sites divided by the totalnumber of Macro Sites Therefore the Grouprsquos tenancy ratio counts two tenancies where the physical tenant(Vodafone or another MNO) is actively sharing on a Macro Site While the Grouprsquos anchor tenant receivesdiscounts to its Site fees for new MNO colocations on a Site (except in Greece where there are no discounts tobase service charges) the colocation fees charged to new tenants are such that they more than offset any suchdiscount resulting in an overall increase in revenue and Adjusted EBITDA for such Site with the majority ofthe expected economic benefit of the additional colocation being received by the Group

The Group has good visibility on the drivers of tenancy growth in the medium term The Companyexpects that between the twelve months ended March 31 2020 and the twelve months ending March 31 2030coverage obligations densification needs and new entrants will add approximately 90000 incremental PoPs inthe countries in which the Group operates 57000 of these PoPs are expected to be located in Germany and12000 are expected to be located in Spain with the remaining 22000 coming from Greece and OtherEuropean Markets In the medium-term the Company is targeting a tenancy ratio of over 150x with BTS

113

commitments and white spot obligations (as described below) expected to represent a significant portion oftenancy growth and key potential upsides coming from colocating new tenants on German RTT Sites

The Company aims to reach its medium-term tenancy ratio target through a combination of the over13400 tenancies for which it had commitments in November 2020 and uncommitted market tenancies Of itscommitted tenancies the Company expects to add approximately 7700 new tenancies by March 31 2026including approximately 550 tenancies on new Sites commissioned during the twelve months ending March 312021 and approximately 7100 tenancies on new BTS Sites built in response to BTS Site commitmentsSee ldquo1365 Number of Sitesrdquo below for more information One of the principal drivers of growth in VantageTowersrsquo physical tenancies is expected to be the plan between Vodafone Deutsche Telekom and TelefoacutenicaDeutschland to coordinate the set-up and operation of 6000 Sites in ldquowhite spotrdquo areas across rural areas andtransportation routes in Germany For the Group each of the new Sites that it expects to build pursuant to thisplan will host three MNOs including Vodafone equating to three physical tenancies on each Site and 6000secured tenancies 2000 of these ldquowhite spotrdquo tenancies are part of Vodafonersquos BTS commitment and thereforeincluded in the 7100 new tenancies from BTS Site commitments

In addition to these 11700 committed tenancies the Group expects to add 1700 committed tenancies netof the expected decommissioning of approximately 900 Sites in Spain and approximately 500 Sites in OtherEuropean Markets The majority of these tenancies are expected to come from Active Sharing ArrangementsUnder Active Sharing Arrangements between Vodafone and Orange in Spain Vantage Towers applies aportfolio fee structure instead of the per Site fee structure used in almost all of its other Consolidated MarketsWhile Vantage Towers expects to decommission Sites as a result of the Active Sharing Arrangements in Spainit expects an offsetting increase of more than 1900 tenancies upon the full implementation of thesearrangements resulting in around 1000 net secured tenancies in Spain and an overall increase in revenue in themedium term After accounting for other Site decommissionings in Spain that are unrelated to active sharingthe remaining committed tenancies result from Active Sharing Arrangements in Other European Markets (netof decommissioned Sites) See ldquo1365 Number of Sitesrdquo

During the nine months ended December 31 2020 the Group added approximately 1400 net tenancies toits Macro Sites increasing its total tenancies to approximately 63700 tenancies as of the end of the period Ofthis amount approximately 500 tenancies were not committed in November 2020 As a result the Groupsecured approximately a quarter of the non-committed tenancies that it expects to require to achieve itsmedium-term tenancy ratio target of over 150x The Company expects its growth to increase as new tenanciesbegin to contribute and its BTS program builds to run rate See ldquo1365 Number of Sitesrdquo below

As of December 31 2020 the Grouprsquos average tenancy ratio in its Consolidated Markets was 139xcompared to 137x as of March 31 2020 The table below sets out the tenancy ratios in each of the Grouprsquosmarkets and those of INWIT and Cornerstone as of the dates indicated

As ofMarch 31

2020(1)December 31

2020(x)

Markets by SegmentGermany 120 121Spain 160 168Greece(2) 161 164Other European MarketsPortugal 121 122Czech Republic 109 109Romania 201 201Hungary 138 141Ireland 154 155

Total Other European Markets 134 138Total 137 139Co-Controlled Joint VenturesItaly(3) 180 185(4)United Kingdom(5) 201 201Total 161 162

Notes

(1) Tenancy ratios as of March 31 2020 are presented as if the Reorganization had completed as of that date

114

(2) Reflects Vantage Towers Greece the combined towers businesses of Vodafone Greece and Wind Hellas on a fully consolidatedbasis See ldquo3 Reorganizationrdquo

(3) Reflects 100 of INWITrsquos Sites Figures are based on information that has been made publicly available by INWIT

(4) INWIT as of September 30 2020

(5) Reflects 100 of Cornerstonersquos Sites

1365 Number of Sites

The Grouprsquos results are impacted by the number of Sites in its portfolio In addition to generating revenuefrom providing space on its Sites and related services the Group also receives revenue from new Sites NewSites constructed during the course of a financial year earn revenue from the point of commissioning meaningthat a Site typically does not generate full run-rate revenue until the financial year after it is commissioned Asof December 31 2020 the Grouprsquos Site portfolio including those of INWIT and Cornerstone comprisedapproximately 82000 Macro Sites and approximately 7100 Micro Sites

The Group has a total of approximately 7100 committed new BTS Sites across its markets Of the totalcommitted Sites the Vodafone Group has committed to contract for the construction of approximately 6850new BTS Sites as part of the Vodafone BTS Commitment Approximately 5500 of these Sites are expected tobe located in Germany of which approximately 2000 are expected to provide coverage as part of the planbetween Vodafone Deutsche Telekom and Telefoacutenica Deutschland to coordinate the set-up and operation of6000 Sites in ldquowhite spotrdquo areas The Vodafone BTS Commitment is a take-or-pay arrangement under whichVodafone has the ability to defer the roll out of up to 10 of the committed BTS Sites into the twelve monthsending March 31 2027 Approximately 1100 BTS Sites to be built pursuant to Vodafonersquos BTS Commitmentare divided between Spain and Other European Markets Vodafone and Wind Hellas have each committed tocontract for the construction of 250 BTS Sites in Greece (500 BTS Sites in total) Roll out is expected to reachrun-rate during the twelve months ending March 31 2023 Once these committed new BTS Sites are deliveredthe Company expects to generate incremental Adjusted EBITDAaL of approximately EUR 130 million byMarch 31 2027 As the Group deploys these committed new BTS Sites and continues to add new tenanciesthe Company continues to target margins in the high fifty percentages in the medium term however theseinitiatives are not expected to have a meaningful impact on Adjusted EBITDAaL margins until the twelvemonths ending March 31 2023 To finance the construction of the new BTS Sites the Company expects toinvest EUR 1 billion between April 1 2021 and March 31 2026

Based on forecast demand for new Sites due to coverage requirements and densification needs fromApril 1 2026 the Company expects that the Grouprsquos share of BTS demand is likely to be between 500 and 700Sites per year without accounting for new coverage obligations or 6G roll out Under the Vodafone MSAsVantage Towers has a right of first offer on Vodafone BTS Sites over and above the Vodafone BTSCommitment The Group believes that its future growth will depend on its ability to selectively build new BTSSites in the future and potentially to identify and consummate additional Site acquisitions

Sites that are decommissioned and not replaced can in some circumstances reduce the Grouprsquos revenueand margins In Spain approximately 900 Sites are expected to be decommissioned the majority of which as aresult of the Active Sharing Arrangement entered into between Vodafone and Orange In Other EuropeanMarkets approximately 500 Sites are expected to be decommissioned in the medium term mostly relating toActive Sharing Arrangements However as discussed above the Group expects an offsetting increase intenancies upon the full implementation of these arrangements resulting in an overall increase in revenueVodafone will pay the costs of the Site decommissionings related to the Active Sharing Arrangements meaningthat they will not impact the Grouprsquos margins

During the nine months ended December 31 2020 the Group added approximately 450 new BTS Sites toits portfolio approximately 350 of which were located in Germany The Group expects to deploy a further 100new BTS Sites during the three months ending March 31 2021 to achieve its target of deploying approximately550 new BTS Sites during the twelve months ending March 31 2021 The Group has also progressed itsplanned decommissioning programs in Spain and Other European Markets with approximately 200 Sitesdecommissioned during the nine months ended December 31 2020 As discussed above thesedecommissionings are provided for under portfolio fee mechanisms meaning revenue has not beennegatively impacted while operating costs have been reduced

1366 Ground Lease Optimization Initiatives

Ground leases (calculated as the sum of depreciation on the right of use assets and interest on leaseliabilities) are the Grouprsquos largest efficiency opportunity representing approximately 56 of the Grouprsquos costs

115

(total costs excluding taxation and one-off and other items) during the six months ended September 30 2020and approximately 53 during the three months ended December 31 2020 To optimize its ground lease coststhe Group has established dedicated internal teams in each market to identify potential buy-out targets and tooversee its leases and landlord management Pursuant to the ground lease optimization program the Group isseeking to reduce its ground lease costs by selectively acquiring land on which certain of its Sites are located orthe long-term RoU assets in respect of such land or property (typically between 10 and 30 years) on marginaccretive terms The Group believes that the ground lease optimization program will allow it to increasetenancies on a number of its RTTs by removing restrictions under certain of its leases and will protect theGroup from companies seeking to consolidate land ownership in order to increase lease costs The Groupassesses land or long-term RoU acquisitions based on internal rates of return and return on capital employedalongside other factors including the strategic nature of the Sites and the ability to unlock active sharing andpassive sharing opportunities The Group has budgeted for at least EUR 200 million of ground lease capitalexpenditure over the medium term subject to achieving appropriate returns

The first phase of the ground lease optimization program is being rolled out over the next five financialyears and targets approximately 10 of the Grouprsquos current Sites The Company has identified approximately900 initial priority Sites in key markets for the ground lease optimization program See ldquo16333 Best-in-ClassOperational Efficiencyrdquo

In addition to acquiring land or RoU assets the Group has also begun to optimize its lease portfoliothrough the active renegotiation of leases where possible and advantageous to do so in some cases offeringlandlords longer lease terms in exchange for reduced rental costs

1367 Capital Expenditure

The Grouprsquos capacity to maintain a high level of service depends on its ability to develop expand andmaintain its infrastructure The Group classifies its capital expenditure into four main categories(i) maintenance capital expenditure (ii) growth capital expenditure which includes new Site capitalexpenditure ground lease optimization capital expenditure and other growth capital expenditure (iii) non-recurring capital expenditure and (iv) recharged capital expenditure Maintenance capital expenditure consistsof capital expenditure required to maintain and continue the operation of the existing tower network and otherPassive Infrastructure (excluding capital investment in new Sites or other growth initiatives) New Site capitalexpenditure is capital expenditure in connection with the construction of new BTS Sites (ldquonew Site capitalexpenditurerdquo) The cost of constructing new BTS Sites may vary depending on a number of factors includingbut not limited to Site type location terrain and regulatory approvals however the Group has some protectionagainst higher construction costs as part of the Vodafone MSAs Ground lease optimization capital expenditureis capital expenditure on the ground lease optimization program (ldquoground lease optimization capitalexpenditurerdquo) Other growth capital expenditure comprises capital expenditure linked to initiatives to growearnings including but not limited to upgrade capital expenditure to enable non-Vodafone tenanciesefficiencies investments and DASindoor Small Cell roll out as well as the residual portion of capitalexpenditure in connection with upgrades to existing Sites that is not recharged directly to tenants (ldquoothergrowth capital expenditurerdquo) Recharged capital expenditure comprises capital expenditure in connection withupgrades to existing Sites recharged to tenants (ldquorecharged capital expenditurerdquo) Other non-recurring capitalexpenditure includes capital expenditure on IT transformation infrastructure and research and development aswell as investment in energy infrastructure Under the terms of the Vodafone MSAs and some of its othercustomer agreements the Group receives revenue from recharges of capital expenditure in connection withupgrades to existing Sites recharged to Vodafone Operator following the provision of upgrade services up tostandard configuration on Sites Going forward the Group may also receive recharges of capital expenditurefrom its other MNO customers See ldquo1393 Capital Expenditurerdquo for information on the Grouprsquos historical andexpected capital expenditure

1368 Performance of INWIT and Cornerstone

The Grouprsquos shareholdings in INWIT and Cornerstone are accounted for under the equity method exceptfor in the Audited Six-Month Condensed Combined Interim Financial Statements as the Grouprsquos shareholdingsin INWIT and Cornerstone had not been contributed to Vantage Towers as of September 30 2020 Theshareholding in INWIT is accounted for under ldquoinvestments in joint venturesrdquo in the combined statement offinancial position and under ldquoshare of results of equity accounted joint venturesrdquo in the combined incomestatement in the Unaudited Three-Month Condensed Combined Interim Financial Statements The Grouprsquosshareholding in Cornerstone is not accounted for in the Unaudited Three-Month Condensed Combined InterimFinancial Statements because the effective date of CTHCrsquos acquisition of its 50 shareholding in Cornerstone

116

was January 14 2021 Both the Grouprsquos shareholding in INWIT and its shareholding in Cornerstone will beaccounted for under ldquoinvestments in joint venturesrdquo in the Grouprsquos consolidated statement of financial positionand under ldquoshare of results of equity accounted joint venturesrdquo in the Grouprsquos consolidated income statementgoing forward

The Grouprsquos results are impacted by the operational performance of these investments INWITrsquosoperational performance and Cornerstonersquos operational performance are impacted by various factors includingchanges in the revenue derived from their anchor tenants Telecom Italia and Vodafone Italia SpA (ldquoVodafoneItalyrdquo) in the case of INWIT and Vodafone UK and Telefoacutenica UK in the case of Cornerstone demand fortelecommunications services in Italy or the United Kingdom respectively particularly as a result of theCOVID-19 pandemic and as a result of changes in the market entry of new potential competitors in the fixed-line and mobile sphere andor potential governmental procedures or constraints delaying the implementation ofnew strategies Cornerstonersquos operational performance is also expected to be impacted by the UK ElectronicCommunications Code (ldquoECCrdquo) as a result of its impact on the Grouprsquos ground lease costs Changes inINWITrsquos or Cornerstonersquos operational performance and thereby results due to these factors would in turn havean impact on the Grouprsquos share of results of equity accounted joint ventures and thereby its profit for theperiod

1369 Inflation

The Group has contractual escalators linked to CPI in each of the Vodafone MSAs which provide it withstable margins While the majority of the Grouprsquos contracts with other MNO customers are not currently linkedto inflation the Group aims to include CPI escalators in its customer contracts as they expire and arerenegotiated The Grouprsquos results of operations are therefore protected to a large degree from the impact ofinflation and deflation which helps it better predict future cash flows The contractual escalators related toinflation are typically linked to the CPI in the countries in which the Group operates and are applied once ayear based on the preceding twelve-month period for the succeeding twelve months In the twelve monthsending March 31 2022 the Vodafone MSA increase has been contractually agreed As noted above in the caseof the Vodafone MSAs the CPI escalators are subject to caps and floors which differ to some degree frommarket to market and contract to contract The base service charges and the additional service charges varyannually by reference to an agreed consumer price index that typically has a floor of 0 (other than inGermany where the floor is negative 2 to comply with legal requirements) and a cap of 2 (other thanHungary where the cap is 3) The following table sets out the Vodafone MSA CPI escalators for the twelvemonths ending March 31 2021 and 2022 respectively

Twelve months endingMarch 31

2021(1) 2022(2)

(unaudited) (unaudited)()

Germany 15 10Spain 06 10Greece 02 00Other European Markets 11 17

Notes



117

137 Results of OperationsmdashCombined Income Statement

1371 Three Months Ended December 31 2020

The table below sets forth the Grouprsquos income statement on a combined basis for the three months endedDecember 31 2020

Three monthsended

December 312020


Revenue 211Maintenance costs (10)Staff costs (6)Other operating expenses (15)Depreciation on lease-related right of use assets (50)Depreciation on other property plant and equipment (22)Operating profit 108Interest on lease liabilities (14)Other finance costs (3)Other expenses (25)Share of results of equity accounted joint ventures 2Profit before tax 69Income tax expense (19)Profit for the period 50

13711 Revenue

The Grouprsquos revenue for the three months ended December 31 2020 was EUR 211 million and consistedof EUR 201 million of Macro Site revenue EUR 4 million of other rental revenue EUR 5 million of energyand other revenue and EUR 2 million of recharged capital expenditure revenue

13712 Revenue by Segment

The table below sets forth the Grouprsquos revenue by segment for the three months ended December 312020

Three monthsended

December 312020


Germany 119Spain 42Greece 8Other European Markets 42Total 211


The Grouprsquos maintenance costs for the three months ended December 31 2020 was EUR 10 million andrelated primarily to maintenance of Macro Sites at an average maintenance cost per Site of approximatelyEUR 800

13714 Staff Costs

The Grouprsquos staff costs for the three months ended December 31 2020 was EUR 6 million and consistedprimarily of EUR 6 million of wages and salaries

118


The Grouprsquos other operating expenses for the three months ended December 31 2020 was EUR 15 millionand consisted primarily of passive energy costs IT costs and central costs

13716 Depreciation on Lease-Related Right of Use Assets

Depreciation on lease-related right of use assets is depreciation in relation to the Grouprsquos leasearrangements as required by IFRS 16 The Grouprsquos depreciation on lease-related right of use assets for the threemonths ended December 31 2020 was EUR 50 million

13717 Depreciation on Other Property Plant and Equipment

Depreciation on other property plant and equipment is depreciation of land and Passive Infrastructureassets primarily made up of towers and other Passive Infrastructure assets such as electricity substations andcables The Grouprsquos depreciation on property plant and equipment for the three months ended December 312020 was EUR 22 million

13718 Operating Profit

The Grouprsquos operating profit for the three months ended December 31 2020 was EUR 108 million

13719 Interest on Lease Liabilities

The Grouprsquos interest on lease liabilities calculated in accordance with IFRS 16 was EUR 14 million forthe three months ended December 31 2020

137110 Other Finance Costs

The Group incurred other finance costs of EUR 3 million for the three months ended December 31 2020

137111 Share of Results of Equity Accounted Joint Ventures

The Grouprsquos share of results of equity accounted joint ventures for the three months ended December 312020 was EUR 2 million and consisted of income from the Grouprsquos equity investment in INWIT

137112 Profit Before Tax

The Grouprsquos profit before tax for the three months ended December 31 2020 was EUR 69 million

137113 Income Tax Expense

The Grouprsquos income tax expense for the three months ended December 31 2020 was EUR 19 million TheGrouprsquos effective tax rate calculated by dividing income tax expense by profit before tax for the three monthsended December 31 2020 was 27

137114 Profit for the Period

The Grouprsquos profit for the period for the three months ended December 31 2020 was EUR 50 million dueto the items described above


Set forth below is the Grouprsquos Adjusted EBITDAaL and the Grouprsquos Adjusted EBITDAaL by segment forthe three months ended December 31 2020 Adjusted EBITDAaL is a Non-IFRS Measure on a combined basisand should not be considered as an alternative to the historical financial results or other indicators of theGrouprsquos performance based on IFRS measures See ldquo26 Non-IFRS Measures on a Combined Basis andAlternative Performance Measures on a Pro Forma Basisrdquo and ldquo112 Reconciliation of Non-IFRS Measuresrdquofor more detail on Adjusted EBITDAaL and other Non-IFRS Measures on a combined basis

The Grouprsquos Adjusted EBITDAaL for the three months ended December 31 2020 was EUR 115 millionOf this amount EUR 69 million was from Germany EUR 19 million was from Spain EUR 4 million was fromGreece and the remaining EUR 22 million was from Other European Markets

119

1372 Six Months Ended September 30 2020

The table below sets forth the Grouprsquos income statement on a combined basis for the six months endedSeptember 30 2020

Six monthsended

September 302020

(audited)(EUR millions)

Revenue 265Maintenance costs (10)Staff costs (6)Other operating expenses (18)Depreciation on lease-related right of use assets (61)Depreciation on other property plant and equipment (29)Operating profit 142Interest on lease liabilities (19)Other finance costs (0)Other expenses (1)Profit before tax 122Income tax expense (34)Profit for the period 88

13721 Revenue

The Grouprsquos revenue for the six months ended September 30 2020 was EUR 265 million and primarilyconsisted of EUR 257 million of Macro Site revenue EUR 2 million of other rental revenue andEUR 5 million of energy and other revenue


The table below sets forth the Grouprsquos revenue by segment for the six months ended September 30 2020

Six monthsended

September 302020


Germany 161Spain 79Other European Markets 25Total 265


The Grouprsquos maintenance costs for the six months ended September 30 2020 was EUR 10 million relatedprimarily to maintenance of Macro Sites at an average maintenance cost per Site of approximately EUR 800

13724 Staff Costs

The Grouprsquos staff costs for the six months ended September 30 2020 was EUR 6 million and consistedprimarily of EUR 5 million of wages and salaries


The Grouprsquos other operating expenses for the six months ended September 30 2020 was EUR 18 millionand consisted primarily of passive energy costs IT costs and central costs

120


Depreciation on lease-related right of use assets is depreciation in relation to the Grouprsquos leasearrangements as required by IFRS 16 The Grouprsquos depreciation on lease-related right of use assets for the sixmonths ended September 30 2020 was EUR 61 million


Depreciation on other property plant and equipment is depreciation of land and Passive Infrastructureassets primarily made up of towers and other Passive Infrastructure assets such as electricity substations andcables The Grouprsquos depreciation on other property plant and equipment for the six months endedSeptember 30 2020 was EUR 29 million


The Grouprsquos operating profit for the six months ended September 30 2020 was EUR 142 million


The Grouprsquos interest on lease liabilities calculated in accordance with IFRS 16 was EUR 19 million forthe six months ended September 30 2020

137210 Other Expenses

The Group incurred other expenses of EUR 1 million for the six months ended September 30 2020


The Grouprsquos profit before tax for the six months ended September 30 2020 was EUR 122 million


The Grouprsquos income tax expense for the six months ended September 30 2020 was EUR 34 million Thisincluded EUR 15 million of deferred tax expense primarily in relation to tax losses carried forward inGermany The Grouprsquos effective tax rate calculated by dividing income tax expense by profit before tax forthe six months ended September 30 2020 was 28


The Grouprsquos profit for the period for the six months ended September 30 2020 was EUR 88 million dueto the items described above


Set forth below is the Grouprsquos Adjusted EBITDAaL and the Grouprsquos Adjusted EBITDAaL by segment forthe six months ended September 30 2020 Adjusted EBITDAaL is a Non-IFRS Measure on a combined basisand should not be considered as an alternative to the historical financial results or other indicators of theGrouprsquos performance based on IFRS measures See ldquo26 Non-IFRS Measures on a Combined Basis andAlternative Performance Measures on a Pro Forma Basisrdquo and ldquo112 Reconciliation of Non-IFRS Measuresrdquofor more detail on Adjusted EBITDAaL and other Non-IFRS Measures on a combined basis

The Grouprsquos Adjusted EBITDAaL for the six months ended September 30 2020 was EUR 152 million Ofthis amount EUR 104 million was from Germany EUR 34 million was from Spain and the remainingEUR 13 million was from Other European Markets

121

138 Discussion of Combined Statement of Financial Position

The table below sets forth an overview of the Grouprsquos statement of financial position on a combined basisas of the dates shown

As ofSeptember 30

2020December 31

2020(audited) (unaudited)(EUR millions)

Non-current assetsGoodwill and intangible assets(1) 3097 3446Property plant and equipment 2148 2847Investments in joint ventures mdash 2918Deferred tax assets 25 18Trade and other receivables 4 9Total non-current assets 5273 9239Current assetsReceivables due from related parties 392 1127Trade and other receivables 37 41Cash and cash equivalents 3 6Total current assets 432 1175Total assets 5706 10414EquityNet investment of parent 3442 4948Non-controlling interests mdash 55Total equity 3442 5003Non-current liabilitiesLease liabilities 1466 1786Provisions 275 309Post employment benefits 0 1Deferred tax liabilities 0 18Payables due to related parties 104 195Trade and other payables 5 3Total non-current liabilities 1850 2312

Current liabilitiesLease liabilities 72 263Current income tax liabilities 20 24Provisions 11 17Payables due to related parties 171 2633Trade and other payables 141 160Overdrafts mdash 3Total current liabilities 414 3099Total liabilities 2264 5411Total equity and liabilities 5706 10414

Note

(1) Referred to as ldquoGoodwillrdquo in the Audited Six-Month Condensed Combined Interim Financial Statements

1381 Non-Current Assets

The Grouprsquos non-current assets consists of goodwill and intangible assets property plant and equipmentinvestments in joint ventures deferred tax assets and trade and other receivables

The Grouprsquos non-current assets increased by EUR 3966 million or 75 from EUR 5273 million as ofSeptember 30 2020 to EUR 9239 million as of December 31 2020 This increase was primarily driven by anincrease in investments in joint ventures relating to the 332 investment in INWIT

122

1382 Current Assets

The Grouprsquos current assets consist of receivables due from related parties trade and other receivables andcash and cash equivalents

The Grouprsquos current assets increased by EUR 743 million from EUR 432 million as of September 302020 to EUR 1175 million as of December 31 2020 This increase was primarily driven by an increase inreceivables due from related parties

1383 Equity

The Grouprsquos total equity increased by EUR 1561 million or 45 from EUR 3442 million as ofSeptember 30 2020 to EUR 5003 million as of December 31 2020 This increase was primarily driven by anincrease in Vodafonersquos investment

1384 Non-Current Liabilities

The Grouprsquos non-current liabilities consist of lease liabilities provisions post employment benefitsdeferred tax liabilities payables due to related parties and trade and other payables

The Grouprsquos total non-current liabilities increased by EUR 462 million or 25 from EUR 1850 millionas of September 30 2020 to EUR 2312 million as of December 31 2020 This increase was primarily drivenby an increase in lease liabilities

1385 Current Liabilities

The Grouprsquos current liabilities consist of lease liabilities current income tax liabilities provisionspayables due to related parties trade and other payables and overdrafts

The Grouprsquos total current liabilities increased by EUR 2685 million from EUR 414 million as ofSeptember 30 2020 to EUR 3099 million as of December 31 2020 This increase was primarily driven by anincrease in payables due to related parties

139 Liquidity and Capital Resources

1391 Overview

The Grouprsquos primary sources of liquidity are cash flows from operating activities intercompany financingfrom Vodafone and the Senior Facilities (as defined below) The Grouprsquos policy is to borrow using a mixture oflong-term and short-term capital market issues and borrowing facilities to meet anticipated fundingrequirements These borrowings together with cash generated from operations are loaned internally orcontributed as equity to certain subsidiaries The Group had cash and cash equivalents of EUR 3 million andEUR 6 million as of September 30 2020 and December 31 2020 respectively

The Grouprsquos capital allocation policy will focus on organic growth and value accretive inorganicinvestments as well as attractive cash returns for shareholders The Group has a risk-adjusted return focusGoing forward it intends to report return on capital employed for new Sites

The Company is targeting Net Financial Debt of approximately EUR 21 billion and a Net Financial Debtto Adjusted EBITDAaL ratio of 40x as of March 31 2021 enabling it to balance growth investments andreturns Over the medium term the Company is aiming to maintain a 40x Net Financial Debt to AdjustedEBITDAaL ratio The Company believes that this ratio provides it with the flexibility to increase leverage forthe right organic growth beyond the business plan andor strategic MampA Assuming the capacity to invest insuch opportunities up to a Net Financial Debt to Adjusted EBITDAaL ratio of 55x the Group hasEUR 1 billion of leverage capacity with additional meaningful financing capacity from potential future equityissuances The Group will seek to provide shareholders with consistent cash returns through its dividend policywith the potential for additional returns when leverage is below 40x Net Financial Debt to AdjustedEBITDAaL For more information on the Grouprsquos dividend policy see ldquo8 Dividend Policyrdquo

Prior to the Reorganization the Towers Business had not historically operated or been managed as aseparate legal entity within the Vodafone Group and therefore neither the Towers Businessrsquo working capitalnor its Net Financial Debt can be identified Following the legal separation of the Towers Businesses eachGroup company into which a Towers Business was separated has participated or will participate in Vodafonersquosintercompany funding program which includes certain intercompany loans and deposits cash management andcash pooling arrangements pursuant to multi-currency agreements (ldquoMCAsrdquo) with Vodafone Shared Services

123

Budapest Private Limited Company (ldquoVSSBrdquo) (the ldquoVSSB MCAsrdquo) a multi-currency agreement withVodafone Germany (the ldquoVodafone Germany MCArdquo) and certain other multi-currency agreements VantageTowers Greece is not party to a VSSB MCA

Following the Offering the VSSB MCAs and the Vodafone Germany MCA will remain in place tofacilitate the Grouprsquos ongoing participation in Vodafonersquos multi-currency cash management system See ldquo1719VSSB MCArdquo and ldquo17110 Vodafone Germany MCArdquo

On December 17 2020 the Company drew down EUR 2290000000 (the ldquoVodafone InvestmentsLoanrdquo) under a EUR 3 billion loan facility with Vodafone Investments Luxembourg Sagraverl (ldquoVodafoneInvestmentsrdquo) See ldquo16213 Vodafone Investments Facilityrdquo The Company intends to refinance the VodafoneInvestments Loan using third-party financing following the Offering

The Grouprsquos payables to subsidiaries of Vodafone Group Plc increased by EUR 2553 million toEUR 2828 million as of December 31 2020 compared to EUR 275 million as of September 30 2020 Theincrease was mainly attributable to the Company receiving the Vodafone Investments Loan

On February 12 2021 the Company entered into (i) a EUR 24 billion senior unsecured term loan facility(the ldquoTerm Loan Facilityrdquo) and (ii) a EUR 300 million senior unsecured revolving credit facility (theldquoRevolving Credit Facilityrdquo together with the Term Loan Facility the ldquoSenior Facilitiesrdquo) See ldquo16214Senior Facilitiesrdquo for more information As of the date of this Prospectus the Senior Facilities were undrawnSubject to market conditions the Company may refinance the Vodafone Investments Facility by drawing downon the Term Loan Facility andor issuing Eurobonds in the near term while using the Revolving Credit Facilityto provide liquidity

The Grouprsquos ability to generate cash flow from operations depends on its future operating performancewhich is in turn dependent on general economic financial competitive market and other factors many ofwhich are beyond its control See ldquo136 Key Factors Affecting the Grouprsquos Results of Operationsrdquo for adiscussion of certain factors that could affect its future performance and the industry in which the Groupoperates

The Company believes that the historical cash flows described below are of limited information for theGrouprsquos cash flows on an ongoing and future basis See ldquo1333 Comparability of the Unaudited Three-MonthCondensed Combined Interim Financial Statements and the Audited Six-Month Condensed Combined InterimFinancial Statementsrdquo

1392 Cash Flows

The table below sets forth the principal components of the Grouprsquos cash flows on a combined basis for theperiods indicated

For the sixmonths endedSeptember 30

2020

For the threemonths endedDecember 31



13921 Net Cash from Operating Activities

Net cash from operating activities was EUR 103 million for the six months ended September 30 2020This comprised EUR 142 million of operating profit that was primarily adjusted for working capitalmovements including a EUR 210 million increase in trade receivables from related parties partially offset by aEUR 101 million increase in trade payables to related parties and EUR 61 million of depreciation on lease-related right of use assets

Net cash from operating activities was EUR 276 million for the three months ended December 31 2020This consisted of EUR 108 million of operating profit that was primarily adjusted for working capitalmovements including a EUR 82 million decrease in trade receivables from related parties which was partially

124

offset by a EUR 25 million increase in trade payables to related parties EUR 50 million of depreciation oflease-related right of use assets and EUR 22 million of depreciation of property plant and equipment

13922 Net Cash Used in Investing Activities

Net cash used in investing activities was EUR 39 million for the six months ended September 30 2020which consisted entirely of purchases of property plant and equipment

Net cash used in investing activities was EUR 30 million for the three months ended December 31 2020This was comprised of purchases of property plant and equipment

13923 Net Cash Used in Financing Activities

Net cash used in financing activities was EUR 61 million for the six months ended September 30 2020This related to EUR 34 million of repayments of lease liabilities including interest and EUR 27 million of netmovements in cash management activities with related parties

Net cash used in financing activities was EUR 244 million for the three months ended December 31 2020This related mainly to EUR 196 million of net movements in cash management activities with related partiesand EUR 51 million of repayments of lease liabilities including interest

13924 Working Capital

The Grouprsquos working capital is split between operational working capital and non-operational workingcapital Operational working capital consists of recurring cash flows and excludes for example growth capitalexpenditure and recharged capital expenditure Non-operational working capital comprises non-recurring cashflows and includes growth capital expenditure and recharged capital expenditure The Group will includemovements in operational working capital in its Recurring Free Cash Flow going forward

By March 31 2021 the Company expects its operational working capital to normalize following thecompletion of the Reorganization and the Vodafone MSAs coming into full operation Over the medium termthe Company expects that its operational working capital will average approximately 12 to 15 of revenue(excluding recharged capital expenditure revenue) The Company expects movements in net working capital toaverage single digit Euro million annual outflows

In the near term the Companyrsquos non-operational working capital movements are expected to have a netpositive impact on Free Cash Flow as new Site capital expenditure related to the Grouprsquos BTS commitmentsincreases Over the medium term the Company expects its non-operational working capital to vary due to theimpact of growth capital expenditures


13931 Historical Capital Expenditure

Capital expenditure for the six months ended September 30 2020 amounted to EUR 49 million on acombined basis which consisted of EUR 22 million of recharged capital expenditure EUR 15 million of othergrowth capital expenditure and non-recurring capital expenditure EUR 9 million of maintenance capitalexpenditure and EUR 4 million of new Site capital expenditure

Capital expenditure for the three months ended December 31 2020 amounted to EUR 32 million on acombined basis which consisted primarily of EUR 13 million of recharged capital expenditure EUR 9 millionof other growth capital expenditure and non-recurring capital expenditure EUR 7 million of maintenancecapital expenditure and EUR 3 million of new Site capital expenditure

Between January 1 2021 and the date of this Prospectus capital expenditure was approximatelyEUR 51 million on a combined basis

13932 Ongoing and Planned Capital Expenditure

The Company has budgeted total capital expenditure of EUR 174 million for the twelve months endingMarch 31 2021 from the date of each subsidiaryrsquos demerger (EUR 222 million for the full period for eachsubsidiary) with a focus on other growth capital expenditure new build capital expenditure and non-recurringcapital expenditure

125

The Companyrsquos current ongoing material investments are primarily focused in Germany and compriseinvestments in

bull upgrading certain of the Grouprsquos Sites to enable them to support 5G mobile networks

bull the construction of new Sites for MNOs

bull the Grouprsquos ground lease optimization pilot programs and

bull the establishment of the Grouprsquos IT infrastructure to support its business functions at the Companyrsquosheadquarters in Germany including the roll out of the Grouprsquos digital programs such as TIMS(ie Tower Information Management System) and Digital Twin

The Company expects to incur approximately EUR 1 billion in new Site capital expenditure in order toservice the Vodafone BTS Commitment and BTS commitment from Wind Hellas This capital expenditure willbe spread over the next five financial years with the BTS commitments expected to reach run-rate by thetwelve months ending March 31 2023 A large proportion of the new Site capital expenditure is expected to bein Germany where new build capital expenditure is higher than in the Grouprsquos other markets due to the cost oflabor and regulation German white spot roll out costs will involve further additional capital expenditure due tothe remote locations of the Sites to be deployed The Company has allocated at least EUR 200 million toground lease optimization capital expenditure over the medium-term subject to achieving appropriate returnsThe Company also expects to spend approximately EUR 40 million to EUR 60 million per year in other growthcapital expenditure in the medium term Over this period the Company aims to invest a total of approximatelyEUR 80 million to EUR 100 million of other growth capital expenditure for tenant upgrades aligned to tenancyratio development in terms of total and timing of expenditure Additional other growth capital expenditure isexpected to be incurred on rights acquisitions indoor Sites and efficiency programs In addition the Companyexpects recharged capital expenditure of between EUR 30 million and EUR 90 million per year driven byVodafone network activity all of which will be charged back to Vodafone under the terms of the VodafoneMSAs

The Company plans to incur approximately EUR 100 million of other non-recurring capital expenditure inthe medium-term This includes planned investment of approximately EUR 65 million in IT transformationinfrastructure and an RampD program The Company also plans to invest approximately EUR 35 million inenergy infrastructure over the medium-term

The Company expects the cost of Sites to remain constant across Site types and markets except inGermany where the cost of new build GBT Sites is expected to decline as roll outs reduce due to thefinalization of ldquowhite spotrdquo roll outs Over the same period the Company also aims to reduce maintenancecapital expenditure as a percentage of revenue

The Group plans to fund its ongoing and planned capital expenditures primarily through operating cashflows and external financing

1310 Pension Liabilities

The table below sets forth the amounts recognized on the combined statements of financial position of theGroup for pension and similar obligations as of the dates shown

As ofSeptember 30

2020December 31


Post employment benefits 0 1

126

1311 Financial Liabilities Contingent Liabilities and Commitments

13111Financial Liabilities

The table below sets forth the Grouprsquos financial liabilities as of the dates shown

As ofSeptember 30

2020December 31


Lease liabilities 1538 2049Payables due to related parties 275 2828Trade and other payables 146 163

As of December 31 2020 lease liabilities related primarily to leases of GBTs and RTTs on which theGroup constructs and operates Passive Infrastructure The following table sets out the Grouprsquos lease liabilitiesbroken down by maturity as of December 31 2020

Withinone year

More thanone yearbut less

thantwo years

More thantwo yearsbut less

thanfive years

More thanfive years

Effect ofdiscounting Total


Lease liability 283 274 734 1083 (325) 2049

As of December 31 2020 payables due to related parties consisted primarily of the loan from VodafoneInvestments under the Vodafone Investments Facility See ldquo139 Liquidity and Capital Resourcesrdquo

Trade and other payables are all financial liabilities with the exception of deferred income As ofDecember 31 2020 deferred income comprised EUR 17 million of trade and other payables

13112 Contingent Liabilities and Other Commitments

As of December 31 2020 the Group did not have any contingent liabilities and other commitments

1312 Quantitative and Qualitative Disclosures about Financial Risk Management

The Grouprsquos treasury function centrally manages the Grouprsquos funding requirements net foreign exchangeexposure interest rate management exposures and counterparty risk in accordance with the framework ofpolicies and guidelines as provided by the Supervisory Board The Grouprsquos accounting function which doesnot report to the Grouprsquos treasury director provides regular update reports of treasury activity to theSupervisory Board

The Group is exposed to a range of risks including credit risk liquidity risk market risk acquisition riskand risks relating to COVID-19 For a detailed description of quantitative and qualitative disclosure on selectedrisks see Note 14 to the Unaudited Three-Month Condensed Combined Interim Financial Statements

1313 Critical Accounting Policies

For a detailed description of the Grouprsquos critical accounting judgments and key sources of estimationuncertainty see Note 1 to the Audited Six-Month Condensed Combined Interim Financial Statements

1314 Additional Information regarding the Audited Unconsolidated Financial Information

13141 Additional Information regarding the Audited Unconsolidated German GAAP FinancialStatements

The Audited Unconsolidated German GAAP Financial Statements of the Company as of and for the shortfinancial year ended March 31 2020 were prepared in accordance with German GAAP For the short financialyear from January 1 2020 to March 31 2020 the profit for the financial year was nil and as of March 312020 the balance sheet total of the Company amounted to EUR 25000 For further information on the AuditedUnconsolidated German GAAP Financial Statements of the Company see pages F-84 et seq

127

13142 Additional Information regarding the Audited Unconsolidated IFRS Financial Statements 2020

The Audited Unconsolidated IFRS Financial Statements 2020 of the Company as of and for the twelvemonths ended March 31 2020 were prepared in accordance with IFRS For the period from April 1 2019 toMarch 31 2020 the profit for the financial year was nil and as of March 31 2020 the balance sheet total ofthe Company amounted to EUR 25000 For further information on the Audited Unconsolidated IFRS FinancialStatements 2020 of the Company see pages F-93 et seq

13143 Additional Information regarding the Audited Unconsolidated IFRS Financial StatementsMarch 2019

The Audited Unconsolidated IFRS Financial Statements March 2019 of the Company as of March 312019 and for the period from February 28 2019 to March 31 2019 were prepared in accordance with IFRSFor the period from February 28 2019 to March 31 2019 the profit for the year was nil and as of March 312019 the balance sheet total of the Company amounted to EUR 12500 For further information on the AuditedUnconsolidated IFRS Financial Statements March 2019 of the Company see pages F-105 et seq

128

14 PROFIT FORECAST

The forecast of Vantage Towers AG (the ldquoCompanyrdquo) and its subsidiaries (together with the Companythe ldquoGrouprdquo the ldquoVantage Towers Grouprdquo or ldquoVantage Towersrdquo) for pro forma Adjusted EBITDAaL andpro forma Recurring Free Cash Flow for the twelve months ending March 31 2021 (the ldquoProfit Forecastrdquo) issimilar to any forward-looking statement necessarily based on assumptions and estimates about future eventsand actions including the Companyrsquos managementrsquos assessment of opportunities and risks Such assumptionsand estimates are inherently subject to significant business operational economic and competitive uncertaintiesand contingencies many of which are beyond the Grouprsquos control and upon assumptions with respect to futurebusiness decisions subject to change

The Profit Forecast is based on the factors and assumptions made by the Grouprsquos management board(Vorstand) (ldquoManagement Boardrdquo) with respect to the Grouprsquos pro forma Adjusted EBITDAaL and pro formaRecurring Free Cash Flow as set out below These assumptions relate to (i) factors that are beyond the Grouprsquoscontrol and related assumptions and (ii) factors that can be influenced by the Group and related assumptionsAlthough the Group believes that these factors and assumptions are reasonable on the date on which the ProfitForecast is prepared they may be subsequently proved to be inappropriate or incorrect Accordinglyprospective investors should treat this information with caution and should not place undue reliance on theProfit Forecast

The key performance indicators described below may not be comparable to other similar titled measures ofother companies have limitations as analytical measures and should not be considered separately or as asubstitute for an analysis of the Grouprsquos results as reported under International Financial Reporting Standards(ldquoIFRSrdquo)

Vodafone Group Plc (together with its consolidated subsidiaries ldquoVodafonerdquo or the ldquoVodafone Grouprdquo)was required to separate certain of its European tower infrastructure assets (both legally and operationally) intoa new stand-alone tower infrastructure operator in order to create Vantage Towers


To establish Vantage Towers VEBV contributed all of its shares in Vantage Towers Ireland VantageTowers Portugal Vantage Towers Czech Republic Vantage Towers Hungary Vantage Towers Spain VantageTowers Romania and INWIT to CTHC Subsequently the Company acquired CTHC following which CTHCacquired VEBVrsquos 62 shareholding in Vantage Towers Greece and Vodafone UKrsquos 50 shareholding inCornerstone The process by which Vantage Towers was established is referred to as the ldquoReorganizationrdquo)

In this Profit Forecast section ldquoFY21rdquo refers to the twelve months ending March 31 2021 ldquoSitesrdquo refersto the infrastructure (ldquoPassive Infrastructurerdquo) on which customer equipment used to receive and transmitmobile network signals is mounted as well as its physical location and the ldquoVodafone MSAsrdquo refers to themaster services agreements entered into between members of the Vodafone Group and members of the Groupin each of the Grouprsquos consolidated markets


The Profit Forecast has been prepared consistently based on the accounting policies of the Company aspresented in the notes to the audited condensed combined interim financial statements of the Group as of andfor the six months ended September 30 2020 and the unaudited condensed combined interim financialstatements of the Group as of and for the three months ended December 31 2020

The above-described Reorganization had a significant impact on the net assets financial position andresults of operations of the Company and will substantially affect the results of operations going forwardTherefore in order to reflect this impact and to prepare financial information which can be compared with theother financial information presented in this Prospectus the Profit Forecast has been prepared on the basis of

129

the hypothetical assumption that the Reorganization and the acquisition of 100 of the shares of VantageTowers Greece had taken place as of April 1 2019 It consists of historical pro forma financial information forthe nine months ended December 31 2020 and forecast financial information for the Grouprsquos futureperformance for the three months ending March 31 2021

Because the Profit Forecast has been prepared on a pro forma basis the Profit Forecast is notrepresentative of the actual future results of the Group and should therefore not be used to draw conclusionsabout the Grouprsquos financial performance for the twelve months ending March 31 2021 presented on aconsolidated basis

142 Definitions

Adjusted EBITDAaL and Recurring Free Cash Flow are used as key performance indicators as theCompany believes they are meaningful measures to evaluate the performance of its business activities overtime The Group understands that these measures are commonly used by analysts and investors in assessing theGrouprsquos performance

The way the Group measures Adjusted EBITDAaL and Recurring Free Cash Flow may not be consistentin the way these measures similar measures or measures with similar names are determined by othercompanies Accordingly Adjusted EBITDAaL and Recurring Free Cash Flow as presented herein may not becomparable to these measures similar measures or measures with similar names as presented by othercompanies

1421 Definition of Adjusted EBITDAaL

Adjusted EBITDAaL is Adjusted EBITDA (as defined below) less recharged capital expenditure revenueand after depreciation on lease-related right of use assets and deduction of interest on lease liabilitiesRecharged capital expenditure revenue represents direct recharges to Vodafone of capital expenditure inconnection with upgrades to existing Sites

Adjusted EBITDA is operating profit before depreciation on lease-related right of use assets depreciationamortization and gainslosses on disposal for fixed assets and excluding impairment losses restructuring costsarising from discrete restructuring plans other operating income and expense and significant items that are notconsidered by management to be reflective of the underlying performance of the Group

1422 Definition of Recurring Free Cash Flow for the purpose of the Profit Forecast

Recurring Free Cash Flow is Recurring Operating Free Cash Flow (as defined below) less tax paid andinterest paid excluding interest paid on lease liabilities The Profit Forecast excludes changes in operatingworking capital

Recurring Operating Free Cash Flow is Adjusted EBITDAaL plus depreciation on lease-related right ofuse assets and interest on lease liabilities less cash lease costs and maintenance capital expenditure On a proforma basis cash lease costs are calculated based on the sum of depreciation on lease-related right of use assetsand interest on lease liabilities that were incurred by the Group excluding the effects from lease reassessment ofthe IFRS 16 lease liability and right of use asset on the sum of the associated depreciation on lease-related rightof use assets and interest on lease liabilities which have a non-cash impact in the respective periodMaintenance capital expenditure is defined as capital expenditure required to maintain and continue theoperation of the existing tower network and other Passive Infrastructure excluding capital investment in newSites or growth initiatives (ldquomaintenance capital expenditurerdquo)


The following table provides a reconciliation of the Grouprsquos pro forma Profit(Loss) for the period to theGrouprsquos pro forma Adjusted EBITDAaL and pro forma Recurring Free Cash Flow

For the twelve months ending March 31 2021

Pro forma Profit(Loss) for the period

+ndash Pro forma Income tax expense(credit)

+ Pro forma Other finance costs

ndash+ Pro forma Other income(expenses)

130

ndash+ Pro forma Share of results of equity accounted joint ventures

+ Pro forma Depreciation on other property plant and equipment

ndash Recharged capital expenditure revenue on a pro forma basis

ndash+ Pro forma Gains(losses) on disposal for fixed assets

ndash+ One off and other items on a pro forma basis(1)

= Pro forma Adjusted EBITDAaL

+ Impact of the lease reassessment based on the IFRS 16 lease liability and right of use asset as well asthe associated depreciation on the sum of lease-related right of use assets and interest on lease liabilities on apro forma basis

ndash Maintenance capital expenditure on a pro forma basis

ndash Tax paid on a pro forma basis

ndash Other Interest paid excluding interest paid on lease liabilities on a pro forma basis

= Pro forma Recurring Free Cash Flow

Note(1) One-off and other items comprise impairment losses restructuring costs arising from discrete restructuring plans and other operating

income and expense and significant items that are not considered by management to be reflective of the underlying performance of theGroup These items are not a recognized term under IFRS One-off and other items are subject to certain discretion in the allocation ofvarious income and expenses and the application of discretion may differ from company to company One-off and other items alsoinclude expenses that will recur in future accounting periods

143 Profit Forecast for Vantage Towers

The following table summarizes the Grouprsquos Profit Forecast for the twelve months ending March 312021

For the twelvemonths endingMarch 31 2021(EUR millions)

Pro forma Adjusted EBITDAaL 520ndash530Pro forma Recurring Free Cash Flow 375ndash385

144 Underlying Principles

The Profit Forecast was prepared in accordance with the principles of the Institute of Public Auditors inGermany (Institut der Wirtschaftspruumlfer in Deutschland e VmdashldquoIDWrdquo) in IDW Accounting PracticeStatement Preparation of Forecasts and Estimates in Accordance with the Specific Requirements of theRegulation on Prospectuses (IDW AcPS AAB 2003) (IDW Rechnungslegungshinweis Erstellung vonGewinnprognosen und -schaumltzungen nach den besonderen Anforderungen der Prospektverordnung (IDW RHHFA 2003)) and in addition on the basis of IDW Accounting Practice Statement Preparation of Pro FormaFinancial Information (IDW AcPS AAB 1004) (IDW Rechnungslegungshinweis Erstellung von Pro-Forma-Finanzinformationen (IDW RH HFA 1004)) as published by the Institute of Public Auditors inGermany (IDW)

145 Factors Beyond the Grouprsquos Control and Related Assumptions

The Profit Forecast is subject to factors beyond the Grouprsquos control These factors and the assumptionsmade regarding their impact are described below

1451 Unforeseen Events such as Force Majeure

The Profit Forecast assumes that no material unforeseen events will occur that could result in material orlasting constraints for the operations of the Group during FY21 such as force majeure (eg fire floodshurricanes storms earthquakes war and acts of terror or a further pandemic)

131

1452 Macroeconomic Conditions and COVID-19

The positive momentum in the global economy has been significantly adversely affected by the COVID-19 pandemic The Profit Forecast assumes that global economic conditions during FY21 are broadly consistentwith those experienced during the twelve months ended March 31 2020 However a greater than anticipatedeconomic downturn in Europe lower than expected growth or an otherwise uncertain economic outlook in themarkets in which the Group operates or any perception thereof by the Grouprsquos customers could have amaterial adverse effect on the Profit Forecast

1453 Geopolitical Legislative and Other Regulatory Measures

The Profit Forecast assumes that there will be no material changes in the legal and regulatory frameworkor regulatory actions to which the Group is or may become subject to including EU national state and locallaw and regulation governing telecommunications and the construction and operation of telecommunicationsSites for example spectrum obligations during FY21 The Profit Forecast assumes no significant adverseeffects resulting from political legislative and other regulatory matters including the United Kingdomrsquos exitfrom the European Union (ldquoBrexitrdquo) The Profit Forecast additionally assumes that there are no significantadverse effects for the Group resulting from existing or new tax regulations in any of the jurisdictions in whichthe Group operates

1454 Dependence on Vodafone as Primary Customer and as a Service Provider

The Profit Forecast assumes that Vodafone fulfils its obligations and service provisions under theVodafone MSAs Long-Term Services Agreements and Support Agreements in full during FY21

1455 Interest Rates

The Group entered into a facility with Vodafone Investments Luxembourg Sagraverl on November 20 2020(the ldquoVodafone Investments Facilityrdquo) to finance the Reorganization Interest charges on this facility arecalculated on a floating interest rate basis using EURIBOR as a base rate

1456 Electricity Outages

The Grouprsquos Sites are exposed to interruptions or other malfunctions caused by prolonged electricityoutages and any energy network outage could result in significant additional costs for the Group orsignificantly impair its ability to provide services to its customers The Profit Forecast does not assume that theGroup is subject to any significant interruptions in energy supply any such interruptions would have an adverseimpact on the Profit Forecast

1457 Workforce

The Profit Forecast assumes that the Group will continue to be able to hire the highly qualified personnelit requires in order to ensure that it continues to have adequate technical and operational capabilities throughoutFY21

1458 New Technologies Designed to Enhance the Efficiency of Mobile Networks

The Profit Forecast assumes there are no significant new technological advancements during FY21 in themobile network industry which would result in a material change in the demand for the Grouprsquos services

1459 Ground Lease RisksLandlord Negotiations

The Profit Forecast does not assume any material changes to the Grouprsquos ground lease cost base duringFY21 as a result of significant changes in the competitive or legislative landscape which result in materialchanges to the way in which the Group is able to secure its ground leases non-renewal or renewal oncommercially unattractive terms of its ground leases or as a result of general disputes with landowners

The Profit Forecast includes the full year estimated non-cash impact of the lease reassessment on intereston lease liabilities and depreciation of right of use asset of EUR 10 million on the forecast of the Grouprsquos proforma Adjusted EBITDAaL As this is a non-cash increase in lease costs there is no impact on the forecast ofthe Grouprsquos pro forma Recurring Free Cash Flow

132

14510 Third-Party Contractors and Suppliers for Various Services and Any Disruption in or Non-Performance of those Services

The Profit Forecast assumes services performed by third party suppliers such as for operations andmaintenance services are in line with the terms and conditions stipulated in the contract and are within normalservice level agreements

14511Capital Expenditure

The Profit Forecast assumes that the Group is able to obtain financing for its capital expenditure at ratescomparable to those it can currently access in FY21 Should the Group not be able to access financing at theserates this may impact the Grouprsquos ability to fulfil its current obligations or its costs of financing which couldin turn impact the Profit Forecast

146 Factors that can be Influenced by the Group and Related Assumptions

In addition to the factors that are beyond the Grouprsquos control the following factors are those which arewithin the Grouprsquos control

1461 Revenue Development and Tower Roll Out

The Profit Forecast reflects the roll out of the Grouprsquos tower deployment and decommissioning plans forFY21 The Group expects to roll out 550 to 650 new Macro Sites during FY21 The Profit Forecast assumesthat revenues are recognised in line with MSA and MNO contract rates and that the Relationship Agreementbetween Vodafone and the Group is not terminated for any reason during FY21 The Profit Forecast assumesthat pro forma revenue is between EUR 955 million and EUR 970 million in FY21 Should the Groupexperience material delays or variances in forecast expenditure in the roll out of new Sites this will adverselyimpact the Profit Forecast


The Profit Forecast has been prepared on a basis consistent with pro forma assumptions in the UnauditedPro Forma Financial Information included in ldquo10 Unaudited Pro Forma Financial Informationrdquo of thisprospectus The Profit Forecast does not assume that there are any significant additional assets entities orequity investments incorporated into the Group subsequent to the Reorganization nor that there are anydivestments from the Group

1463 Stand-Alone Business Establishment

The Profit Forecast assumes that the separation of the Group from Vodafone and its establishment as anew stand-alone mobile telecommunications tower infrastructure operator proceeds as planned with nosignificant operational disruption caused to the underlying business of the Group

1464 Financing Structure

For the purposes of the Profit Forecast the Group has assumed that the borrowings under the VodafoneInvestments Facility will remain unchanged during the year ended March 31 2021 The interest expense hasbeen calculated at an effective interest rate of 074 This includes payment of the applicable commitment feedue under the terms of the facility For the purposes of calculating interest paid for the Profit Forecast it isassumed that interest is paid as incurred

1465 Taxation

For the purposes of calculating tax paid on a pro forma basis for the Profit Forecast this is estimatedbased on current taxes and on prepayments to tax authorities in Germany for FY21 on a pro forma basis

1466 Ground Lease Risks Landlord Negotiations

The Profit Forecast does not assume any material changes to the Grouprsquos ground lease cost base duringFY21 as a result of non-renewal or renewal on commercially unattractive terms of its ground leases or as aresult of general disputes with landowners

133


The Profit Forecast assumes that there are no terminations of any of the Long-Term Services Agreementsentered into between the Group and Vodafone whereby Vodafone will provide services which may include butare not limited to (i) OampM field services (ii) supply chain management including supporting VPCprocurement activities with ad-hoc support from local supply chain management teams in areas such asbusiness partnering and contractdemand management and providing project support (iii) IT services (iv) HRservices (v) workplace services including associated facility services cleaning and maintenance and utilities(vi) employee relations and (vii) certain legal and finance services


The Profit Forecast assumes that there are no terminations in the agreements entered into betweenVodafone and the Group for group support services including (i) HR services (ii) finance services(iii) technology and IT services and (iv) other group support function services including Vodafone sharedservices where relevant The Profit Forecast Charges assumes that charges are calculated based on an allocationof costs between service recipient entities

147 Other Explanatory Notes

The Profit Forecast has been compiled and prepared on a basis which is consistent with the accountingpolicies of Vantage Towers

The Profit Forecast does not cover results from extraordinary events or results from non-recurringoperations within the meaning of IDW RH HRA 2003

As this Profit Forecast relates to periods that have not ended yet and is based on several assumptionsregarding uncertain future events and actions it inherently involves considerable uncertainties As a result ofsuch uncertainties the actual Grouprsquos pro forma Adjusted EBITDAaL and pro forma Recurring Free CashFlow for FY21 may deviate from the respective forecast of the Grouprsquos pro forma Adjusted EBITDAaL andpro forma Recurring Free Cash Flow even substantially

The Profit Forecast was prepared on February 26 2021

134

15 INDUSTRY OVERVIEW

The market and industry data and forecasts and statements regarding the Grouprsquos INWITrsquos andCornerstonersquos positions in the relevant market or market segment in this section are based in part on variousmarket research and other publicly available information as well as reports by independent industry sourcesThis section also contains estimates of market data and information derived from these estimates that aregenerally not available from publications issued by market research firms or from any other independentsources This information is based on the Grouprsquos own analysis and adjustment or supplementation wherenecessary of a combination of publicly available and non-public data including some of which wasindependently commissioned (such analysis the ldquoCompany Internal Analysisrdquo) and as such may differ fromthe estimates made by its competitors or from data collected in the future by various market research firms orother independent sources See ldquo211 Sources of Market Datardquo Certain statements below are based on theGrouprsquos own proprietary information insights opinions or estimates and not on any third-party or independentsource these statements contain words such as ldquothe Group believesrdquo ldquoexpectsrdquo ldquoconsidersrdquo or ldquoestimatesrdquoand as such do not purport to cite or summarize any third party or independent source and should not be readthis way The forward-looking statements in this section are subject to risks and uncertainties as they relate tofuture events and are based on estimates and assessments that may be inaccurate See ldquo1 Risk Factorsrdquo

The Group and its co-controlled joint ventures INWIT and Cornerstone operate in the telecommunicationsinfrastructure industry The Group INWIT and Cornerstone own and operate infrastructure assets which aremainly used to provide services to operators in the telecommunications industry Their assets and the quality oftheir services play a crucial role in their customersrsquo ability to serve their clients Therefore the Grouprsquosbusiness and the businesses of INWIT and Cornerstone are affected by both the dynamics of thetelecommunications markets in which their customers operate as well as the structure and trends affectingthe telecommunications infrastructure markets

151 Services

Tower companies offer a range of hosting services on their Sites including rental of space on towersbackhauling connection maintenance monitoring and safety activities

The services offered by tower companies meet the hosting needs of different types of customer profilessuch as

bull MNOs and

bull Non-MNOs including Public Protection Disaster Relief (ldquoPPDRrdquo) networks utility and other privatecustomers or enterprises with a need for a mobile private network LPWA-IoT networks and FixedWireless Access (ldquoFWArdquo) operators ldquoLPWArdquo means low power wide area and ldquoIoTrdquo means Internetof Things

Some tower companies also host digital terrestrial television and radio broadcasting equipment but theGroup has very limited exposure to this segment of the market based on its current customers and futuregrowth strategy

The Grouprsquos main customers as of the date of this Prospectus across all of its markets are MNOs

152 Tower Landscape

The European telecommunications tower infrastructure market has substantial potential for growth throughan increase in the number of Sites and points of presence (ldquoPoPsrdquo) in the region as discussed below Whenthey are hosted by Vantage Towers or another named tower company the Group refers to PoPs as tenanciesThese include physical and active sharing tenancies (ie when a customer shares its Active Equipment on aSite with a counterparty under an active sharing agreement)

135

Expected Evolution of Total Number of PoPs in the Grouprsquos Markets(thousands)

221

278311

FY2020 FY2025 FY2030

Growth 26

Growth 12

Source Analysys Mason (based on MNO PoPs forecast for all markets where the Group is present (excluding Italy and theUnited Kingdom) does not include demand from non-MNO customers and adjacent services)

As demonstrated in the above chart the European towers market has significant room for expansion Over55000 additional PoPs are potentially required in the next five years across Vantage Towersrsquo operations asillustrated above (Source Analysys Mason based on its PoPs forecast for all markets where Vantage Towers ispresent This excludes Italy and the United Kingdom) Additionally compared with theUS telecommunications tower infrastructure market which is largely addressed by tower companies onlyapproximately 50 of European telecommunications towers are owned by tower companies includingMNO-owned tower companies as of 2021 (Source TowerXchange Europe Report 2019 brokers reportsCompany Internal Analysis) This compares to approximately 90 in the US (Source broker reports)

The more mature US market paves a strong growth path for European markets The tenancy ratio in theUS market among tower companies is generally also greater than 20x (Source broker reports) compared toapproximately 15x in Europe (Source Company Internal Analysis) highlighting the headroom for growththrough an increase in tenancy ratio

As illustrated in the below chart the European market remains highly fragmented despite a recent wave ofMNOs divesting their towers to existing tower companies or carving-out their assets into newly created towercompanies providing significant potential for consolidation in the sector

Number of Telecommunication Sites by Owner(thousands)

Largest Markets

105

82

4031 28

22

Cellnex VantageTowers

Orange GD Towers AmericanTower

INWIT

ItalyUK

France

GermanyItalyUK

FranceSpain

Poland

Germany SpainGermany

Italy

Source Company information Broker reports TowerXchange Report 2020 Number of Macro Sites as of 2019 for peers(unless otherwise indicated) and as of 2020 for the Group including INWIT and Cornerstone Number of Macro Sites forAmerican Tower as of 2021 only includes European Macro Sites Cellnex as of 2020 pro forma for acquisition of PLAYTowers CK Hutchison Towers Deutsche Telekomrsquos towers business in the Netherlands 100 of Hivory and 9999 stake

136

in Polkomtel Infrastruktura owned by Cyfrowny Polsat GD Towers excludes 26000 Sites owned by Deutsche Telekom inEurope but which are not part of the GD Towers unit

153 Key Drivers of Growth

PoP Split by Growth Driver(thousands of PoPs in Germany Spain Portugal Ireland Czech Republic and Romania)

221278

311

36 15 7 17 9 6

FY20 Coverage Densification NewEntrants


FY30

Growth 26

Growth 12

Source Analysys Mason Based on Analysys Mason PoPs forecast for all markets including new entrants where the Groupis present (excluding Italy and United Kingdom) does not include demand from non-MNO customers and adjacent services

Tower companies are well positioned to monetize several opportunities arising from technologicaladvancement and new types of customers and services

The key drivers of growth are

bull strong data usage driving further densification requirements

bull acceleration of 5G roll outs generating long term growth

bull regulatory requirements including coverage obligations imposed by various governments and regulatorson MNOs alongside spectrum auctions

bull demand from non-MNO customers and

bull growth beyond the core including the fiberization of Sites indoor coverage demand (DAS and indoorSmall Cells being low-powered radio access nodes typically used to complement macro cells to provideindoor coverage andor capacity which are better suited to smaller or lower footfall venues (ldquoindoorSmall Cellsrdquo)) outdoor Small Cells edge data centers and IoT services

1531 Strong Data Usage

The increasing use of mobile devices such as smartphones and tablets and ever-growing adoption ofinternet-based applications are expected to drive significant growth in data usage supporting strong demand formobile bandwidth

Average Monthly Data Used by Activity in Exabytes(Exabytes per month)

009196 236

1286

12473

Total 2010 Audio Web Browsing Social Networks Video

2025

137

Source Ericsson Mobility Report

Mobile data traffic in Western Central and Eastern Europe is expected to grow at a CAGR of 26 from2019 through 2024 (Source Analysys Mason per chart below) as larger screens better cameras fasterprocessors and innovative applications drive rates of data consumption As consumers demand fastercommunication speeds and higher bandwidth MNOs will be looking to compete on network quality

Mobile Data Traffic(000s of PBYear Western Central and Eastern Europe)

10 1728

4261

81103

131

161

194

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024

Source Analysys Mason

As existing network cells have a technological limitation on the amount of data they can transmit roll outof new Macro Sites andor outdoor Small Cells will likely be required to ensure consistent coverage and tomeet rising demand It is not always possible (especially in countries with stricter electromagnetic field(ldquoEMFrdquo) regulations) to provide the network capacity needed using traditional Macro Sites

1532 Acceleration of 5G Roll Outs

The roll out of new generations of mobile networks such as 5G is further expected to drive Site demandFrom a technical perspective to deliver the promised ultra-high speed data (beyond 1 gigabyte per second) 5Gwill need to be deployed in higher frequency bands (eg 35GHz) than the current mobile networks (eg 3Gwhich is less than 4G) The 35GHz spectrum has a higher capacity but a shorter range than existing mobilespectrum bands which means that large towers will be less effective requiring an increase in networkdensification While this trend is expected to drive additional demand for Sites that demand may also betempered by recent developments in beam forming technologies Additionally MNOs will likely need to resortto increasing the number of PoPs in order to ensure adequate network coverage and capacity includingcomplementing macro cells with DASSmall Cells In Western Europe 5G mobile connectionsrsquo share of totalmobile connections is forecast to grow by approximately 40 percentage points over the period from 2020 to2024 (Source Analysys Mason) 5G presence and the associated consumer demand for reliable 5G access istherefore expected to be a material lever of growth for the Grouprsquos services

Accelerating 5G Presence Among Consumers( 5G Share of Mobile Connections in Western Europe)

2

9

19

30

42

2020 2021 2022 2023 2024


138

1533 Regulatory Requirements

The Grouprsquos markets are supported by a strong regulatory backdrop with governments imposing stringentcoverage obligations with 5G spectrum auctions that are expected to lead to greater demand for the GrouprsquosSites and services

The European Commission and respective European governments have been focused on (i) increasingcoverage in rural areas (ie provide good voice and data services across less populated areas) (ii) prioritizingcoverage of major terrestrial paths such as national roads and rail transport routes and (iii) ensuring minimummobile data connection speed targets contained in national and European directives are met In addition insome of the Grouprsquos markets national governments are using the 5G spectrum auctions as a means toencourage new entrants into the market which will further drive demand for the Grouprsquos Sites

In addition to coverage obligations in some of the Grouprsquos markets the regulator also imposes quality ofservice obligations on MNOs which present opportunities for tower companies as MNOs need to deploy moreSites to improve quality and coverage All of the Grouprsquos markets are subject to the International Commissionon Non-Ionizing Radiation Protection guidelines on EMF management limits

1534 Demand from Non-MNO Customers

The non-MNO customer growth opportunities in Vantage Towersrsquo markets include different segments likePPDR networks utility and other private customers or enterprises with a need for a mobile private networkLPWA-IoT networks and FWA operators

The main focus of the Group will be PPDR networks and utility and enterprise customers

There are a wide range of non-MNO opportunities in the Grouprsquos markets

bull In Germany 450MHz spectrum was awarded to the utilities sector in 2020 and a consortium of localutility companies intend to develop a nationwide network that is expected to require 5000 new Sitesby 2030

bull Similarly in Spain there are public tenders to develop PPDR in Spanish regions with the AndalusianGovernment promoting implementation of Digital Emergency Network in the region that is expectedto generate more than 200 new Sites for 95 coverage of Andalusia The Group has submitted a jointtender for this public tender alongside Vodafone and Minsait

bull In Portugal the roll out of electricity smart meters by utility companies to cover at least 80 ofconsumers between 2021 and 2025 is expected to result in the need to provide nationwide coveragefor approximately 550 new Sites

bull A EUR 3 billion government investment in the national broadband plan in Ireland has generated theprovision of 300 broadband connection points of which 200 points and 75 schools are expected tobe connected in 2021

bull Similar initiatives in Central and Eastern Europe include the development of PPDR in Hungary after2022 as well as 2 x 5 MHz plus 3 MHz spectrum on the 700 MHz band being set aside for PPDRfurther development of the FWA network in the Czech Republic (which has a current penetration ofonly 26) and in 2021 2 x 5MHz of 700MHz spectrum being put aside to be allocated to PPDR inRomania

1535 Growth Beyond the Core

Given the increased amount of data handled through the 5G network Macro Sites and Small Cells willrely heavily on fiber-cabled connections for the backhaul portion of the network According to the Omdia2019-2024 Forecast the expenditure for mobile telecommunication Sites connected through fiber is expected toincrease by 15 per year in the next five years representing more than 65 of total backhaul expenditure

139

Wireless Backhaul Expenditure by Type in Europe(US$ million)

750 730 694 697 659 647 624 603

516 526 593 667 798 916 1052 1195

2017 2018 2019 2020 2021 2022 2023 2024Wireless (microwave amp other) Wireline (copper + fiber)

Source Omdia 2019-2024 Forecast

In this context tower companies are exploring investment in the fiberization of their Sites or resellingavailable spare fiber capacity and then offering access to the various MNOs and non-MNOs in exchange for alease fee or a resell management fee in the case of reselling wholesale fiber The investment would have thebenefit of reinforcing the commercial attractiveness of the marketed Sites as well as providing an additionalstream of revenue for the tower companies MNOs on the other hand would be entering into long-termagreements with tower companies avoiding instead a lengthy and costly investment roll out plan

As part of the 5G technology deployment governments have allocated higher band spectrum (35GHz andor 5G millimeter wave band) for mobile usage which will require dedicated indoor coverage infrastructure (asMacro Sites might not be as effective) such as ldquoindoor coverage solutionsrdquo including DAS Small Cells orrepeaters which will become more critical This is expected to be a rapidly evolving segment

The IoT is the foundation of the connected home smart cities smart factories smart farming etc There isan opportunity to go beyond Passive Infrastructure sharing by investing and providing IoT network equipment(eg IoT base stations or nodes) for a recurring fee andor connectivity revenue share although some use casesprovide low value average revenue per user LPWA-IoT presents such a service opportunity LPWA networkshave been developed to address the specific needs of IoT applications including low data usage for simple staticapplications longer battery life cost-effective modules and wider area coverage for remote and hard-to-reachlocations (eg basements) Some potential uses are asset monitoring wearable devices security systemsvending machines smart metering agriculture monitoring and transport and logistics Some live networksalready exist in the Grouprsquos markets such as Sigfox NB-IoT and LTE-M

Another opportunity in the IoT space is ldquosensing networksrdquo Sites can host a wide range of sensors (egweather air quality radiation fire gases cameras etc) to generate real-time and high resolution special datathat is needed to run many artificial intelligence algorithms that power a wide range of applications acrossmany verticals (eg transport insurance manufacturing farming etc)

There is a growing demand for distributed computing Edge facilities have the potential to make towercompanies ready to enable cloud RAN-based architectures for MNOs and the distributed computational powercan secure ultra-low latency required for critical applications

140

5G will be one of the most critical building blocks of the digital economy and digital society in the nextdecade providing ultra-stable and low latency communication (eg for factory automation and smart cars) andlarge-scale machine-type communication (eg for smart cities)

What 5G is about

Smartwearables

Smartmobility

Smartparking

Trafficpriority

Water qualityCar-to-car

communication

Utility management

Security amp Surveillance

Domotics

EntertainmentApps beyond imagination

SmartGrids

eHealth

Connected house

SmartCar

Looking to the future towers will be an integral part of the 5G digital ecosystem by providing securespace to host operatorsrsquo macro network equipment Having towers well distributed everywhere will be anenabler for real time applications to be run for enterprises and consumers

154 Markets

As of 2019 the Group with its co-controlled interests in INWIT and Cornerstone operated in four of thefive largest European mobile markets as illustrated in the chart below (Source Analysys Mason) with a strongpresence in Germany which is its biggest market and where new build potential remains significant

Mobile Service Revenues (Non-SMS)(EUR billions)

177 175 171

112 109

49 42 38 33 27 23 22 21 21 20 20 18 16 16 15 14 09 08

Existing Market

Adjacent Market


As illustrated in the table below there were 474 million total mobile subscribers in the Grouprsquos marketsincluding those of INWIT and Cornerstone as of December 2019 and this number is expected to grow at aCAGR of 09 between 2019 and 2024 (Source Omdia Mobile Subscribers)

141

The table below provides an overview of the mobile telecommunications markets in each of the VantageTowers Consolidated Markets Italy and the United Kingdom

Country

MobileMarket Size

2019(EUR billion)

MobileSubscribers

2019(millions)

MobileSubscribers2019 to

2024 CAGR ()

MobilePenetration

()

No ofKeyMNOs

Top Three MNOsby Subscribers

(Combined MarketShare ())

Germany 177 134 13 168 4 Telefoacutenica T-MobileVodafone(92)

UK 175 95 14 144 4 EE TelefoacutenicaVodafone(84)

Italy 112 92 04 152 4 CKH (Wind Tre) TIMVodafone(100)

Spain 109 61 12 132 4 Orange TelefoacutenicaVodafone(84)

Czech Republic 21 16 10 147 3 O2 CETIN T-MobileVodafone(100)

Portugal 20 18 (02) 169 3 MEO NOSVodafone(100)

Romania 20 28 (25) 134 4 Orange T-MobileVodafone(86)

Greece 18 16 11 144 3 Cosmote VodafoneWind Hellas(100)

Hungary 15 12 07 116 3 Telenor T-MobileVodafone(100)

Ireland 14 5 28 115 3 eir ThreeVodafone(100)

Total 681 474 mdash mdash mdash mdash

Source Mobile Market Size from Analysys Mason Mobile Subscribers from Omdia Mobile Subscribers MobilePenetration from Omdia Mobile Penetration Top Three MNO by Subscribers and Combined Market Share presented inalphabetical order based on Q3 2020 mobile subscriber data from Fitch Solutions with adjustments for 1amp1 Drillischin Germany and the merger of the operations of Liberty Global and Telefoacutenica in the United Kingdom

As shown in the table above the Grouprsquos markets and those of INWIT and Cornerstone are characterizedby three to four MNOs complemented by a number of smaller mobile virtual network operators (ldquoMVNOsrdquo)that while they do not own network infrastructure base their operations on the networks of MNOs therebycontributing to the traffic increase and capacity needs of MNOs

Despite the maturity of some markets such as Germany and Italy that have a mobile SIM penetrationabove the Western European average of 137 (Source Omdia Mobile Penetration) all of the GrouprsquosConsolidated Markets and those of INWIT and Cornerstone are expected to see strong mobile data growth asillustrated in the chart below As such the Group expects the demand for its services to continue to be strongdriven by the network densification and coverage improvement needs of MNOs

142

Mobile Data Usage Growth CAGR 2019 to 2024()

80

58 5749 46 43 41 40 39 36 33 32 32 30 30 29

SlovakiaBulgaria

UKItaly

PolandGermany

GreeceFrance

HungaryAustria

SwitzerlandCzech Republic

IrelandRomania

SpainPortugal

Adjacent Market

Existing Market


Lastly the chart below highlights the lower 4G penetration in certain Group markets and those of INWITand Cornerstone versus other European markets

Benchmark of 4G Share of Total Connections 2019()

88 86 8675 71 68 67 67 64 61 60

55 5547 47 44

SwitzerlandUK

AustriaFrance

SlovakiaPoland

SpainCzech Republic

PortugalItaly

IrelandGermany

HungaryBulgaria

RomaniaGreece

Existing Market

Adjacent Market


As such the Company believes that 4G will remain the leading technology in most markets for thecoming years Thereafter 5G is predicted to become the leading technology As MNOs launch their 5Gservices further investments are expected to be made in network upgrades that may provide attractive growthopportunities for tower companies such as the Group The table below highlights the countries in Europe whichhad deployed 5G services by early 2021

Countries Number of providers who have launched 5G services

Germany 3 (T-Mobile Vodafone and Telefoacutenica Deutschland)Hungary 2 (Magyar Telekom and Vodafone)Ireland 3 (Vodafone eir and Three)Italy 2 (Telecom Italia and Vodafone)Romania 3 (Digi Vodafone and Orange)Spain 4 (Vodafone MASMOVIL Telefoacutenica and Orange)UK 4 (EE Vodafone Telefoacutenica and Three)Czech Republic 3 (T-Mobile O2 CETIN and Vodafone)Greece 3 (Cosmote Wind Hellas and Vodafone)

Source Company Internal Analysis as at February 2021

As evidenced in the table above Vodafone the Grouprsquos largest customer has been an early adopter of 5Gtechnology and it has been amongst the first to roll out 5G in EU markets (Source Company InternalAnalysis) The Group plans to leverage its anchor tenant relationship with Vodafone to accelerate its ambitionto become a 5G ldquosuper hostrdquo

143

1541 Germany

Number of Macro Sites by Site Type and Owner 2019 2020(thousands)

312

194147

89

GD Towers VantageTowers

American Tower O2

12 MNO88 tower company

Source Company Internal Analysis

The German tower market is characterized by a significant portion of RTT Sites compared to otherEuropean markets The largest tower portfolios in Germany are mainly tower companies spun off from MNOs

bull GD Towers which owns Deutsche Funkturm (DFMG) Germanyrsquos largest tower company is ownedby Deutsche Telekom and includes Deutsche Telekomrsquos towers

bull American Tower the only major prior existing independent tower company was formed from thecombination of 2000 towers it acquired from KPN in 2012 and 186 towers it acquired from WDR aGerman broadcaster in 2016 In January 2021 American Tower announced that it had entered intodefinitive agreements with Telefoacutenica SA to acquire Telxius Towers adding 12500 Sites inGermany

bull After the transfer of 10100 Sites to Telxius Telefoacutenica Deutschland is expected to retain 8900 Sitesforming the 12 of the market that is MNO-owned

Despite seeing a decline in SIM penetration over the last several years Germany still has one of thehighest SIM penetration rates in Europe (Source Analysys Mason) Mobile data usage in Germany is lowerthan other European countries due to the large elderly population and low number of 4G subscribers Howeverincreasing 4G and 5G penetration a reduction in prices for data packages and a cultural shift towards increaseduse of mobile data services are expected to put pressure on MNOs to expand capacity on their networks toaccommodate the traffic demand 4G remains the leading technology currently but once fully introduced 5Gpenetration is forecast to grow faster than 4G did at launch and is anticipated to make the largest share ofconnection technology types by 2025 (Source Analysys Mason)

144

Evolution of Total Number of PoPs in the Market (EoP)PoPs(thousands)

82

139

3512

10

FY2020 Coverage New Entrant Densification FY2030

Source Analysys Mason based on Analysys Mason PoPs forecast for Germany

The German mobile landscape consists of three established MNOs Vodafone Deutsche Telekom andTelefoacutenica Deutschland and a new entrant 1amp1 Drillisch In the 2019 spectrum auction 1amp1 Drillischacquired 5G spectrum rights and is expected to roll out its own 5G network It is understood to be planningapproximately 12000 Sites by 2030 mainly in urban areas while relying on roaming in rural areas

All three main MNOs have started focusing on deploying 5G networks with Vodafone Deutsche Telekomand Telefoacutenica Deutschland already having launched 5G services and 1amp1 Drillisch forecast to follow suit in2021 All MNOs are expected to switch off 3G by 2022 Although infrastructure sharing is limited at present itis anticipated to grow in the future as MNOs deploy 5G and seek to close coverage gaps in the country Thegrowth in infrastructure sharing is expected to be focused on white spot areas for rural coverage Presentlythere is some passive sharing between MNOs in some areas but this is limited due to the high concentration ofRTTs In addition Deutsche Telekom and Vodafone have agreed to improve long-term evolution (also knownas LTE) coverage in gray spot areas via active sharing of approximately 3600 Sites On January 19 2021Telefoacutenica announced that it had entered into letters of intent (subject to competition and regulatory approvals)with Deutsche Telekom and Vodafone to share their active networks in ldquogray spotsrdquo 1amp1 Drillisch has anongoing wholesale agreement with Telefoacutenica Deutschland for capacity and as of July 2020 it is understood toalso be seeking national roaming agreements with the three larger MNOs mainly in rural areas

The most recent 5G spectrum auction in June 2019 resulted in all three main MNOs in the German marketand 1amp1 Drillisch acquiring 5G spectrum which includes stringent coverage obligations These obligationsinclude more than 100Mbit per second speed to at least 98 of all households by 2022 road and rail coverage1000 new 5G base stations and 500 base stations in ldquowhite spotrdquo areas (the coverage obligations for 1amp1Drillisch were set separately) These obligations are expected to drive significant roll out in underserved areaswith Vodafone Deutsche Telekom and Telefoacutenica Deutschland agreeing to deploy and install equipmentcollectively on around 6000 Sites in ldquowhite spotrdquo areas across rural areas and transportation routes Vodafoneand Deutsche Telekom have also agreed to share equipment on approximately 3600 Sites in gray spot areaswhere only one of the MNOs has coverage The regulator has also alluded to potential further coverageobligations in the 2025 and 2033 spectrum renewal processes based on the market needs at that time drivingcontinued PoP roll out in Germany even after current obligations are fulfilled

Beyond coverage obligations the federal government announced in July 2020 that it intends as part of itsmobile communications strategy to provide EUR 11 billion of subsidies to tower companies and MNOs tobuild up to 5000 Sites in rural areas in Germany As part of the COVID-19 stimulus package of June 2020 theruling coalition parties also agreed to set aside EUR 5 billion to help MNOs build their 5G networkinfrastructure nationwide by 2025 In addition the federal government and the federal states are makingattempts to simplify the onerous process of obtaining planning permissions to deploy new Sites

As seen in the chart above PoP growth in Germany is expected to be primarily driven by coverageobligations as well as densification needs and the entry of 1amp1 Drillisch While Vodafone Deutsche Telekomand Telefoacutenica Deutschlandrsquos PoP demands are expected to be mostly driven by collective coverage before2025 and future obligations and densification thereafter 1amp1 Drillischrsquos PoP growth is expected to come frombuilding a new network

145

1542 Spain


11288 86 77

06

American Tower VantageTowers

Cellnex Orange Other

100 tower company


In Spain GBTs make up approximately 60 of all Sites with Orangersquos towers skewed towards RTTs as aresult of Orangersquos sale of 1500 Sites to Cellnex and Telefoacutenicarsquos sale of 4244 Sites to Cellnex and the Telxiuscarve-out (Source Company Internal Analysis)

bull Cellnex acquired its initial towers from Telefoacutenica with further acquisitions from MASMOVILOrange and Vodafone among others

bull American Tower acquired Telxius in January 2021 including its 11200 Sites in Spain Telxius wasspun-off from Telefoacutenicarsquos captive towers in 2016 and has the largest number of Sites withapproximately 40 of its Sites in urban areas

bull In February 2021 Orange announced the creation of a tower company TOTEM with 25500 Sites inFrance and Spain Sites are located in cities (RTT) or in suburban rural areas within the footprint ofthe RAN-share managed by Vodafone

Spain is a developed telecommunications market Four main MNOs operate in the market Movistar(owned by Telefoacutenica) Vodafone Orange and MASMOVIL Due to the high level of mobile penetration anddecline in traditional revenue streams MNOs have shifted their focus to data as a primary source of revenues(Source Company Internal Analysis) An increasing number of operators have started to offer unlimited mobiledata tariffs All of the MNOs have also adopted a multi-brand strategy introducing low-budget brands to targetdifferent segments and avoid inter-segment erosion This has also been the result of a well-establishedconvergent market where four-play bundles have been growing 2 annually from 2016 to 2019 (four-playbundles combine the services of broadband internet access television and telephone with mobile serviceprovisions) (Source Analysys Mason) Unlimited data offerings are expected to drive demand for mobile dataservices with data usage forecast to see 30 growth from 2019 to 2024 (Source Analysys Mason) The fixedsegment continues to see strong revenue growth driven by the expansion of fiber to the premises building andinternet protocol television (also known as IPTV)

146


60

725 4 3

FY2020 Densification Coverage Network Sharing FY2030

Source Analysys Mason based on Analysys Mason PoPs forecast for Spain

All four national MNOs Telefoacutenica Orange Vodafone and MASMOVIL have deployed 4G networks Indense urban areas where there is spectrum congestion operators have prioritized Macro Site densification toincrease network capacity over the deployment of outdoor Small Cells which are expected to be used only inspecific cases All four national MNOs have also deployed 5G Passive and Active Sharing Arrangements havetaken place in a widespread manner amongst MNOs in Spain Orange has a national roaming agreement withMASMOVIL and separate active and passive sharing agreements with Vodafone Originally signed in 2006 theagreement with Vodafone was extended in 2019 to include municipalities with fewer than 175000 inhabitantsOrangersquos national roaming agreement with MASMOVIL was extended in 2019 to include 5G and will enableMASMOVIL to secure its 5G presence in densely populated areas As demonstrated in the chart abovedensification and coverage obligations are the primary drivers of PoP growth in the market (Source AnalysysMason)

Spectrum licenses in Spain that were awarded in 2011 included coverage obligations that were met at theend of 2019 (although the responsible ministry has yet to formally confirm that everything is compliant) Assuch the upcoming 700MHz auction in Spain and the projects pushed by the national recovery plan with EUfunds are proposed to include new coverage obligations including providing 100 coverage to towns of morethan 20000 inhabitants within three years as well as to motorways dual carriageways and multi-lane roadsand high-speed railway passenger stations in line with the global trend for 5G auctions and recovery plansThis could require the deployment of a significant number of new Sites The auction was predicted to takeplace in late 2020 but has since been postponed to the first half of 2021 due to the COVID-19 pandemic

1543 Greece

Number of Macro Sites by Owner 2019 2020(thousands)

48 44

VantageTowers

Cosmote

52 Tower Company 48 MNO


In July 2020 Vodafone Greece and Wind Hellas announced the merger of their tower assets creatingVantage Towers Greece which is expected to be the largest tower company in Greece comprising a portfolioas at December 31 2020 of approximately 4800 Macro Sites (Source Company Internal Analysis)

The Greek mobile market is served by three main MNOs Cosmote is the incumbent MNO and Vodafoneand Wind Hellas are the other two MNOs in the market Although there has been a decline in subscribers

147

across the market the market has seen strong growth in mobile data consumption which has been the keydriver for mobile revenue growth This has been due to the introduction of promotional unlimited data plans byMNOs in order to retain customers in anticipation of upcoming 5G launches In addition there is a trendtowards fixed-mobile convergence with the majority of operators offering multi-play deals and expanding theirbundle offerings with other services to gain more converged subscribers

4G penetration in Greece (44) is at the lower end relative to European peers but continues to grow(Source Analysys Mason) All MNOs have deployed 4G and have been conducting 5G trials in anticipation ofupcoming 5G launches In December 2019 Vodafone launched large-scale 5G trials in collaboration with theTrikala Municipality for smart city design MNOs are now seeking to secure relationships with local authoritiesand demonstrate various use cases for infrastructure and smart city projects In December 2020 Cosmotebecame the first MNO in Greece to launch 5G services As of January 2021 all three MNOs had launched 5Gservices

In terms of 5G auctions the Greek authorities held 2GHz 35GHz 26GHz and 700MHz auctions inDecember 2020 The coverage obligations attached to these spectrum licenses include population coveragewithin the first three years a 100 Mbps minimum level of downloaded data throughputs and a minimum of 3005G Sites to be installed for the 34-38 GHz spectrum In terms of network sharing Vodafone and Wind Hellascame to an agreement on 2G and 3G active sharing in June 2013 (and more recently 4G)

1544 Portugal


50

35

07 07


MEO NOS

86 Tower 14 MNO


The majority of towers in Portugal are owned by Cellnex or Vantage Towers with a smaller numberowned by MEO and NOS both MNOs

The Portuguese mobile market is highly saturated with intense competition between the three mainMNOs MEO Vodafone and NOS The competition is expected to intensify in the coming years following theentry of a new player in the market The prospect of a new player is supported by spectrum auction terms bythe regulator ANACOM that has paved the entry for a new MNO into the market

Mobile traffic has increased between 2018 and 2019 driven by the increasing number of smartphoneconnections and improved long-term evolution (also known as LTE) coverage (Source Company InternalAnalysis) Despite this mobile data usage is still lower than other European countries While SIM penetrationhas remained flat broadband penetration has been increasing with high speed next-generation access being themain technology used In order to drive take-up and reduce churn operators have expanded their bundledservices portfolio resulting in Portugal being one of the more prominent fixed-mobile convergence markets inEurope The potential entry of a new entrant is expected to intensify competition in the market In additionmobile data usage is forecast to increase in the future driven by increasing penetration of 4G in the short termlaunch of 5G in the long term and increased competition from a new entrant leading to mobile data plans withhigher data allowances

All MNOs have similar 4G network deployments and have been trialing 5G services though this isexpected to be delayed as a result of the delay in the 5G spectrum auction In October 2020 Vodafone signedan agreement to enter into active sharing with NOS This process is expected to increase Vodafonersquos and NOSrsquo

148

PoPs In January 2020 Cellnex reached an agreement with Altice Europe and Belmont Infra Holding to acquireOMTEL MEOrsquos tower company MEO plans to add 400 Sites in the next four years and could add anadditional 350 Sites by 2027

With regards to coverage obligations a multi-band auction of 5G-compatible spectrum in Portugalcommenced in November 2020 The auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands)finished in January 2021 while the auction for existing MNOs is ongoing and is expected to finish in the firstquarter of 2021 Beyond the standard coverage obligations that are expected to be attached to these spectrumlicenses as highlighted above the spectrum auction terms released by the regulator ANACOM have paved theway for the entry of a new MNO andor MVNOs In particular some spectrum has been set aside for newentrants and MNOs are expected to enter into MVNOnational roaming agreements with operators that do nothold spectrumhave spectrum holdings below a certain threshold respectively

1545 Ireland

Number of Macro Sites by Owner 2019 2020(thousands estimated)

18

12

0704 04

03 02 0203


PTI Towercom ESBTelecoms

OPW SharedAccess

CIE Other

100 tower company


The Irish tower market is fragmented with towers spread across numerous independent tower companies(Source Company Internal Analysis)

With respect to independent tower companies Phoenix Telecom International and Cellnex are the biggestoperators along with the Group Blackstone-owned Phoenix Telecom International entered the market throughits 2020 acquisition of 650 towers from Eircom Limited (ldquoeirrdquo) along with a BTS framework agreement for upto 700 Sites over the next eight years In 2019 Cellnex acquired Irish tower company Cignal which owned546 Sites and more recently acquired Threersquos Sites as part of its CK Hutchison acquisition (Threersquos towersbusiness was carved out in 2020 to create CK Hutchison) Cellnex has also previously announced aEUR 60 million investment to build 600 BTS Sites by 2026

Following Threersquos acquisition of Telefoacutenica Ireland (ie O2 Ireland) in 2014 the Irish mobile market hasbeen served by three main MNOs Three Vodafone and eir In addition there are four MVNOs three of whichare hosted on Threersquos network Their budget offerings are driving high connection growth in the MVNO space

As the mobile subscriber base grows and data usage increases it is expected that more PoPs will bedeployed for densification A key driver of increased data usage in Ireland has been the introduction ofunlimited mobile data packages While Three has historically had a ldquodata-heavyrdquo market positioning bothVodafone and eir have launched mobile packages offering unlimited data to its subscribers to challenge this

All MNOs have deployed 4G in low- and mid- frequency bands and are currently deploying 5G in certainareas Due to a sparser rural population compared to other Western European countries more extensive roll outis required by MNOs to achieve high geographical 4G coverage Vodafone was the first mover towards 5G rollout in 2019 with eir and Three following in late 2019 and 2020 All three intend to conduct a large-scale rollout in 2021 Network sharing is principally ad hoc in Ireland with the Mosaic network sharing agreementbetween Three and eir currently being unwound Going forward an additional 1500 PoPs (approximately) areforecast by 2024 with acceleration driven by urban densification needs and rural coverage (Source AnalysysMason based on Analysys Mason PoPs forecast for Ireland) Given Three has a number of Sites serving a highnumber of subscribers they are expected to have the largest densification needs of all MNOs

149

Irelandrsquos last spectrum auction was held in May 2017 for 36GHz spectrum where Vodafone eir andThree purchased the bulk of the spectrum with smaller regional amounts going to DenseAir and ImagineSuccessful bidders of the spectrum were required to deploy a specified number of base stations within threeyears depending on the region and amount of spectrum held However due to the incomplete clearance andtransfer of spectrum rights some of these roll outs have been delayed In addition Ireland is predicted to holdfurther spectrum auctions for various bands Unlike the Grouprsquos other markets these auctions are unlikely toinclude new deployment for coverage except for the 700MHz band where the coverage obligations are theprovision of a 3Mbit per second service to 99 of the population and 92 of the geographic area and a 30Mbitper second service to 95 of the population 90 of motorways 80 of primary roads and 345 specificlocations including business parks hospitals higher education campuses air and seaports train and busstations and visitor attraction information points This is expected to be achieved within seven years withcheck points at three and five years However due to the COVID-19 pandemic the regulator has takentemporary measures in which it has assigned 700MHz spectrum liberalized the 21GHz band and facilitatedleasing of the 36GHz band

1546 Romania


23

50

3628

VantageTowers

Digi Orange DeutscheTelekom

17 tower company 83 MNO


In Romania the majority of towers are still MNO-owned with no large independent tower companiespresent other than the Group The MNO-captive towers are primarily owned by Deutsche Telekom Digi andOrange While currently still MNO-owned Orange has announced its intention to create a Europeaninfrastructure company which could potentially include its tower and fiber assets in Romania Compared withother geographies in which Vantage Towers operates the Romanian market is much less mature in terms ofindependent tower company presence

The Romanian market is served by four MNOs Orange Vodafone Telekom Romania (owned byDeutsche Telekom) and Digi Alongside their mobile presence each of these MNOs also has a stake in thefixed market Similar to Western European markets data usage is forecast to grow in the coming years drivenby increased adoption of smartphones further introduction and adoption of unlimited data packages in themarket and increased adoption of 5G In line with this trend fixed broadband connections have also witnessedgrowth driven by the take-up of fiber and cable services a trend that is expected to continue (Source AnalysysMason) While all MNOs have launched 4G Telekom are still yet to launch 5G Each of Orange Vodafone andDigi launched its 5G services in 2019 using existing spectrum holdings to provide coverage in selected citiesAll MNOs in Romania share tower infrastructure however Vodafone and Orange also have a network sharingagreement in place which includes active elements This network sharing deal was announced in 2013 via ajoint venture called Netgrid Telekom with the active sharing mainly in rural areas In Romania a multi-band5G auction is being scheduled for 2021 The regulator has suggested various obligations attached to thisspectrum with the lower band spectrum obligations aimed at increasing the coverage of networks able toprovide increasingly higher throughputs and the higher bands aimed at encouraging 5G deployment While nospectrum has been reserved for new entrants the coverage obligations are predicted to be relaxed for newentrants Although there is some densification ongoing PoP growth across all MNOs is expected to be mainlydriven by the deployment of coverage PoPs to meet obligations

150

1547 Hungary


1918

21

14

Vantage Towers CETIN Deutsche Telekom Digi



In Hungary 49 of towers are MNO-owned with the Group being one of the large independent towercompanies in Hungary The MNO-captive towers in Hungary are primarily owned by Deutsche Telekomfollowed by Digi

The Hungarian market is served by three full-fledged MNOs Magyar Telekom Vodafone and Telenor anda new entrant Digi (a fixed operator) which entered the mobile market in 2019 All players offer quadruple playservices except for Telenor which is a mobile-only player and Digirsquos mobile services which are limited inscope and territory Vodafone and Magyar Telekom have already launched commercial 5G services whileTelenor and Digi have conducted trials Despite entering the market in 2019 Digi did not participate in the 5Gspectrum auction and also did not participate in the 900 1800 MHz renewal auctions in January 2021 Interms of network sharing save for in Budapest Magyar Telekom and Telenor have an active sharing agreementin the 800MHz and 900 MHz band which has facilitated extensive rural coverage There was a 5G spectrumauction in Hungary in April 2020 for 5G spectrum in the 700MHz and 36GHz band with Magyar TelekomTelenor and Vodafone emerging successful Coverage obligations contain voluntary 5G roll out aspects Thethree MNOs have the option to meet 10 out of 39 coverage obligations with deadlines in 2023 and 2025respectively in order to achieve a 50 discount for the first ten years on the annual fee of their 5G spectrumThese obligations are split into five different network development groups namely rail and other non-roadtraffic road traffic population coverage of cities and towns tourism and vertically integrated entities Thedeployment of Digi and densification needs from other MNOs are expected to be the main drivers of PoPgrowth in Hungary with some growth from coverage obligations in the short term On January 28 2021 anauction for 5G spectrum in the 900 MHz and 1800 MHZ bands closed with Magyar Telekom Nyrt TelenorMagyarorszaacuteg Zrt and Vodafone Hungary acquiring spectrum

1548 Czech Republic


48

38 37

CETIN Vantage Towers T-Mobile



151

The Czech market is largely addressed by independent tower companies with T-Mobile being the onlyMNO to retain its towers The largest independent tower company in the Czech Republic alongside the Groupis CETIN which has 4800 towers after the acquisition of Telefoacutenicarsquos infrastructure assets in the CzechRepublic

There are currently three MNOs serving the Czech market T-Mobile O2 and Vodafone All three MNOsare relatively balanced in terms of network evolution and have all deployed 4G in both low- and mid- spectrumbands All three MNOs commercially launched 5G services in Prague and other key cities recently with theobligation to cover the national footprint by 2024 based on the acquisition of 700 MHz spectrum in the recent5G spectrum auction In that auction 700 MHz spectrum was only acquired by the existing three MNOs withO2 acquiring 700 MHz spectrum with stricter coverage obligations including the commitment to developemergency and security services and offer national roaming to non-MNO holders of mid-band spectrum

CentroNet and Nordic Telecom who have been operating in the Czech market as small independenttelecommunication operators successfully acquired spectrum in November 2020 in the 34 GHz to 35GHzrange entitling them to national roaming on the O2 network Additionally PODA and Nordic Telecomacquired 37 GHz spectrum in July 2017 with PODA also being entitled retrospectively to national roaming onthe O2 network

In contrast to the Hungarian market the Czech market has one of the highest SIM penetration rates inEurope and this is forecast to remain broadly stable in the coming years (Source Analysys Mason)

The active RAN-sharing agreement between T-Mobile and O2CETIN includes 2G 3G and 4G althoughit is currently under investigation by DG Competition PoP growth is expected to be driven mainly byVodafonersquos roll out for coverage and densification purposes Due to the network sharing agreement between T-Mobile and O2 their roll out is expected to be mainly driven by densification needs and any extended coveragerequired by the 5G licenses

1549 Italy


221193

10

INWIT Cellnex Towertel

100 tower company


The Italian tower market is largely addressed by tower companies INWIT and Cellnex own approximately98 of the total Sites

bull Following the merger of Vodafone Italyrsquos towers into INWIT in March 2020 INWIT leads the marketwith 22100 Macro Sites INWIT was originally floated on the Milan Stock Exchange in June 2015 asa spin-off of Telecom Italiarsquos towers

bull The Cellnex portfolio is the result of the acquisition of several tower companies in Italy with a largepart of its portfolio resulting from the acquisition of Windrsquos tower company Galata and its 7377towers in 2015 More recently Cellnex has acquired 2200 Sites from Iliad in May 2019 and 8900Sites from Wind Tre as part of its CK Hutchison acquisition (based on Cellnex Q3 2020 pro formafor new existing Sites at closing of the acquisition)

bull The other independent tower company in the market is TowerTel the telecommunication-focusedsubsidiary of EI Towers which has built and acquired a portfolio of 1000 telecommunications towers(approximately 300 of which were through acquisitions) In December 2020 Phoenix TowerInternational entered into a definitive agreement with El Towers to acquire TowerTel which owns or

152

leases operates and manages approximately 2400 telecommunications towers DAS andtelecommunications Sites across Italy

bull Wind Trersquos remaining tower portfolio is now part of CK Hutchison Networks a new entity created in2020 which manages CK Group Telecom telecommunication Sites across Europe which recentlyagreed to be acquired by Cellnex

The Italian mobile market has undergone several changes in the last several years In May 2018 Iliadentered the market increasing competition among the major operators and resulting in Vodafone and TelecomItalia launching low-cost mobile sub-brands Subsequently in July 2019 Fastweb entered the Italian mobilemarket having secured spectrum in the latest 5G auction and a 10-year agreement with Wind Tre for nationalroaming as well as a commercial partnership to develop the 5G network As a result the Italian mobile marketwas served by four main MNOs until 2019 Telecom Italia Vodafone Italy CKH (Wind Tre) and Iliad Boththe number of subscribers and data traffic continue to rise in Italy with the mobile data usage forecasted toincrease at a 49 compound annual growth rate from 2019 to 2024 (Source Analysys Mason) due to increasedmobile data consumption per smartphone (Source Company Internal Analysis)

All Italian operators are investing in 5G networks in the country Telecom Italia and Vodafone launchedcommercial 5G services in 2019 and Wind Tre and Iliad were expected to launch in 2020 which has beendelayed due to the COVID-19 outbreak Fastweb is expected to rapidly deploy its 5G network alongside theco-investment agreement with Wind Tre to compete in the 5G market alongside the four established MNOs Interms of network sharing in July 2019 Vodafone and Telecom Italia announced the creation of an activesharing partnership for 4G and 5G and the expansion of their existing passive sharing agreement Thepartnership will enable active sharing in cities with populations of up to 100000 people supporting fasterdeployment of 5G over a wider geographic area They also extended their existing passive sharing agreementfrom approximately 10000 Sites (which is approximately 45 of their combined passive towers) to anationwide agreement The other active sharing agreement in the market is between Fastweb and Wind Tre Itis a 10-year shared 5G network agreement consisting of macro cells and indoor Small Cells connected throughdark fiber from Fastweb to be deployed nationwide with a targeted coverage of 90 of the population by2026 Wind Tre will manage the 5G network while both operators will remain independent in the commercialand operational use of the shared infrastructure

Italy held its 5G spectrum auction in October 2018 offering 700MHz 37GHz and 26GHz bands TheItalian government started clearing 700MHz spectrum (which is currently used by television broadcasters) in2019 and the allocation for 5G is expected to be completed by 2022 Both the 700MHz and 37GHz spectrumbands include stringent coverage obligations including population coverage (both on an individual andcollective basis) coverage of major transport networks and coverage of tourist areas

15410 United Kingdom


142

80 73

2005

30

Cornerstone Cellnex MBNL WIG Other BT


Source Company Internal Analysis Cellnex has also agreed with CK Hutchison to acquire the economic risks or rewardsderiving from approximately 6000 macro Sites in the United Kingdom Mobile Broadband Network Limited (ldquoMBNLrdquo) isa 5050 joint venture between EE and Three and manages towers for EE and Three but does not own the passiveinfrastructure

The UK tower market is largely addressed by tower companies Cornerstone Cellnex MBNL andWireless Infrastructure Group own 91 of the Sites Cellnexrsquos UK presence was formed from the acquisitionof Arqiva and Shere Group and more recently acquired economic risks and rewards related to CK Hutchisonrsquosinterest in its Passive Infrastructure portfolio in the United Kingdom The remaining towers are owned by two

153

joint venturesmdashCornerstone which owns approximately 14200 Macro Sites and operates the Grouprsquos andTelefoacutenica UKrsquos network and MBNL which operates EErsquos (owned by BT) and Threersquos (CK Hutchison)7300 Sites Contrary to other tower companies MBNL has a slightly different business model as it isstructured as a management company with its assets being retained by both MNOs

The United Kingdomrsquos mobile market has been served by four main MNOs which are Telefoacutenica (whichis waiting for approval to merge its wholly owned subsidiary O2 with Virgin Media Inc) EE Vodafone andThree The number of subscribers is expected to remain broadly unchanged in the medium-term Howevermobile data traffic is expected to grow rapidly with the launch of 5G services and unlimited tariffs As the datausage increases it is likely that more PoPs will be deployed for densification

All MNOs have deployed 4G in low- andor mid-frequency bands and have also started to deploy 5Gwith initial roll out expected to focus on existing Sites supported by the infrastructure already deployed for 4GEE and Vodafone were the first to launch their 5G networks in May and July 2019 respectively InOctober 2019 O2 (the commercial brand of Telefoacutenica UK) followed suit with Three rolling out its full 5Gservice in 2020 Network sharing is widespread in the United Kingdom with EE and Three forming a passivesharing agreement in 2007 through the formation of MBNL While Vodafone and O2 have shared passiveinfrastructure through Cornerstone and more recently shared 2G3G4G equipment in July 2019 the partiesagreed to extend this to an active sharing of 5G equipment on a selected number of Sites across the UnitedKingdom primarily in rural areas with passive sharing being adopted for 5G in urban areas

The United Kingdomrsquos 5G spectrum auction is expected to be held in early 2021 for the 700MHz bandand for an additional 120MHz in the 36 to 38GHz spectrum band There will be a cap of 416MHz or 37 onthe total amount of spectrum designated for mobile services that any single MNO may hold to safeguardcompetition amongst MNOs While there was originally an intention to impose coverage obligations on the700MHz band this has since been replaced with the SRN a shared rural network jointly funded by operatorsand the state In March 2020 the four MNOs in the United Kingdom signed a deal with the government inwhich the MNOs committed to invest a combined GBP 530 million with a further investment ofGBP 500 million from the government to increase coverage in the United Kingdom in rural areas The SRNincludes the targeted sharing of existing masts and the construction of new masts in poorly served areas whichaims to extend 4G geographic coverage to 95 by the end of 2025 It is expected that this will extend mobilecoverage to an extra 280000 premises overall along 16000 additional kilometers of roads particularly inareas where there is no service at all The MNOs agreed to their 900MHz andor 1800MHz licenses beingvaried to give effect to these commitments in the form of new coverage obligations Other regulations in theUnited Kingdom have also been positive for mobile telecommunications tower companies in particular thechanges to the ECC at the end of 2017 which are expected to reduce the ground lease rental costs of Sitesthrough improved negotiating instruments with landlords

154

16 BUSINESS

161 Overview

Vantage Towers is a leading European mobile telecommunications tower infrastructure operator asmeasured by scale and geographic diversification with approximately 82000 Macro Sites and approximately7100 Micro Sites across 10 markets in nine of which it ranks either first or second by number of Sites(Source Company Market Position Assessment) Vantage Towers has a controlling interest in its operations inGermany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland and a co-controllinginterest in tower infrastructure operators in Italy and the United Kingdom In Greece the Group owns 62 ofthe outstanding share capital of Vantage Towers Greece and expects to acquire the remaining 38 sevencalendar days after Admission following the triggering of a call option on February 24 2021 In Italy VantageTowers owns 332 of the outstanding share capital of INWIT an Italian public company operatingapproximately 22100 Macro Sites and in the United Kingdom Vantage Towers owns 50 of the outstandingshare capital of Cornerstone a joint venture company operating approximately 14200 Macro Sites TheGrouprsquos principal business is building and operating telecommunications Sites in order to provide space energymanagement and related services to customers that in turn provide mobile voice data and other services toend-users

The Grouprsquos portfolio of assets is supported by long-term contractual commitments with MNOs thatlargely hold investment grade credit ratings which provide predictable revenues typically adjusted periodicallyfor inflation This includes the Vodafone MSAs with members of the Vodafone Group the leading MNO inEurope by number of mobile subscribers (Source Fitch Solutions)

Vantage Towersrsquo assets and operations have mainly been extracted from Vodafone operating companiesacross Europe and consolidated under the Companyrsquos ownership In most of Vantage Towersrsquo markets themajority of its tower assets have been developed organically over three decades Consequently the Companybelieves that the Grouprsquos international Site portfolio is well-integrated benefits from the strategic locations ofits Sites and is an attractive potential host for MNO customers looking to expand or densify their networks

Vantage Towers brings together a combination of four key factors (i) owning fully integrated nationwidenetworks that are underpinned by secure long-term contractual arrangements with a high-quality customerbase including leading MNOs in each market (Source Fitch Solutions) (ii) controlling or co-controllingtowers that are part of the essential consolidated grid of at least two of the largest MNOs in markets where theVodafone Group has already agreed nationwide active sharing agreements including Spain Greece PortugalItaly the United Kingdom and Romania (iii) expanding the services offered by a tower company beyond thetraditional role of an infrastructure landlord to MNOs to the role of an innovative network enabler for a rangeof existing and new customers and (iv) being at the forefront of enabling a resilient inclusive digital societywith a clear focus on sustainable infrastructure to minimize environmental impact

The Group is well-positioned to benefit from long-term trends in the European mobile telecommunicationsmarket delivering growth and value opportunities across each of its markets by (i) building BTS Sites tosatisfy the coverage obligations and densification requirements of its customers resulting from strong datausage growth and the roll out of 5G (ii) improving asset utilization by adding new customers beyond MNOs(iii) driving efficiencies (iv) expanding into adjacent services and (v) targeting both organic and inorganicgrowth opportunities With its extensive footprint strong relationships with leading MNOs and experienced andempowered management team the Group is well-placed to capitalize on prevailing market trends by attractingnew customers onto its existing Sites and deploying new Sites Management has identified opportunities todeliver efficiencies by optimizing costs across the Grouprsquos portfolio and promoting best practices as well as todrive further growth from non-core opportunities and the further expansion of the Grouprsquos customer base

The Group has an operating model that delivers committed long-term revenues with regular adjustmentsthat are typically linked to inflation

Vantage Towers operates its business across four segments Germany Spain Greece and Other EuropeanMarkets

155

The following table sets out certain key operational information about the Vantage Towers portfolioincluding the portfolios of its co-controlled joint ventures as of March 31 2020 and December 31 2020

Macro Sites(1) GBTs(2) RTTs(2) Tenancy Ratio(3)

Mar 312020(4)

Dec 312020(5)

Mar 312020(4)

Dec 312020(5)

Mar 312020(4)

Dec 312020(5)

Mar 312020(4)

Dec 312020(5)

(lsquo000) () (x)Markets by SegmentGermany 190 194 23 23 77 76 120 121Spain 89 88 46 46 54 54 160 168Greece(6) 49 48 42 42 58 58 161 164Other European MarketsPortugal 34 35 54 54 46 46 121 122Czech Republic 38 38 25 26 75 74 109 109Romania 23 23 55 55 44 44 201 201Hungary 19 19 40 40 60 60 138 141Ireland 12 12 49 49 50 50 154 155

Total Other European Markets 126 127 43 43 57 57 138 138Total Consolidated Markets 454 457 35 35 65 64 137 139Co-Controlled Joint VenturesItaly(7) 221 221 NA NA NA NA 180 185United Kingdom(8) 141 142 77(9) 77(9) 23 23 201 201Total 816 820 45(10) 45(10) 55(10) 55(10) 161 162

Notes

(1) Macro Sites are the physical infrastructure either ground-based or located on the top of a building where communicationsequipment is placed to create a cell in a mobile network including Streetworks and Long-Term Mobile Sites Macro Sitesinclude GBT and RTT Sites This table does not include Micro Sites which are comprised of DASindoor Small Cell Sites andoutdoor Small Cell Sites

(2) GBTs (which include Streetworks in the United Kingdom) and RTTs are shown as a percentage of Macro Sites

(3) Tenancy ratio means the total number of tenancies (including physical tenancies and active sharing tenancies) on the GrouprsquosMacro Sites divided by the total number of Macro Sites Therefore the Grouprsquos tenancy ratio counts two tenancies where thephysical tenant (Vodafone or another MNO) is actively sharing on a Macro Site

(4) Macro Site and tenancy figures as of March 31 2020 presented as if the Reorganization had completed as of that date

(5) Macro Site and tenancy figures as of December 31 2020 except for INWIT which is as of September 30 2020


(7) Reflects 100 of INWITrsquos Macro Sites and tenancies as of September 30 2020

(8) Reflects 100 of Cornerstonersquos Macro Sites and tenancies

(9) Includes approximately 3800 Streetworks

(10) Excludes INWIT

162 Key Strengths

1621 A Leading European Mobile Telecommunications Tower Infrastructure Operator

Vantage Towers is a leading European mobile telecommunications tower infrastructure operator in termsof scale diversification asset quality and market position (Source Company Market Position Assessment)offering a high-quality tower portfolio that is attractive to existing and new tenants

The Group derives all of its revenue from the mobile telecommunications Site services it provides withminimal exposure to broadcasting or other activities As of December 31 2020 the Group had controlling orco-controlling interests in operations that owned and operated approximately 82000 Macro Sites across 10European markets In nine of these 10 markets the Group or its co-controlled joint ventures rank either first orsecond by number of Sites (Source Company Market Position Assessment) The Grouprsquos shareholdings inINWIT and Cornerstone afford it co-control of tower infrastructure leaders in Italy and the United Kingdomrespectively In Vodafone and Telecom Italia INWIT has two market leaders as its anchor tenants and due tocommitments for new Macro Sites and tenancies INWIT has multiple levers to support strong future growthSimilarly Cornerstone has two UK market leading anchor tenants Vodafone UK and Telefoacutenica UK that have

156

Active Sharing Arrangements in place Vodafone UK and Telefoacutenica UK have BTS commitments toCornerstone and Cornerstone is a preferred supplier of new Sites for both MNOs

The following table sets out a breakdown of the Grouprsquos Site portfolio by market including the portfoliosof its co-controlled joint ventures showing number of Macro Sites as of the date indicated and market position

Macro Sites(1) Market Position(2)

(lsquo000)Markets by SegmentGermany 194 2Spain 88 2Greece(3) 48 1Other European MarketsPortugal 35 2Czech Republic 38 2Romania 23 4Hungary 19 2Ireland 12 2

Total Other European Markets 127 mdashTotal Consolidated Markets 457 mdashCo-Controlled Joint VenturesItaly(4) 221 1United Kingdom(5) 142 1Total 820 mdash

Notes

(1) Total Macro Sites as of December 31 2020 except for INWIT which is as of September 30 2020

(2) Based on the number of Macro Sites the Group (including INWIT and Cornerstone) owns or operates in each of its markets andon what it believes to be comparable data for the other tower companies it has analyzed The Companyrsquos estimated marketposition in Spain is based on the number of Macro Sites excluding broadcasting and radio Sites for its competitor Cellnex Forthe avoidance of doubt the Companyrsquos market position analysis excludes (i) Micro Sites and (ii) transmission Sites(Source Company Market Position Assessment)


(4) Reflects 100 of INWITrsquos Macro Sites Figures are as of September 30 2020

(5) Reflects 100 of Cornerstonersquos Macro Sites

The Group believes that its size is complemented by the high-quality and strategic location of its Siteswhich provide national coverage and a full Passive Infrastructure offering to its customers The Grouprsquos Siteportfolio across its Consolidated Markets is well balanced with approximately 16000 GBTs 29400 RTTs 300Long-Term Mobile Sites and 1500 Micro Sites as of December 31 2020 The Company believes that its Sitesare well-positioned to capture the demand from network densification within its markets Excluding INWIT andCornerstone approximately 37 of the Grouprsquos Macro Sites are located in high population urban areasapproximately 19 are located in suburban areas and the remaining approximately 44 are located in ruralareas in which demand is supported by coverage obligations Based on the Grouprsquos co-tenancy analysisdescribed under ldquo1652 Site Portfoliordquo below the Group also has attractive Sites with limited competitionparticularly in Germany Approximately 57 of the Grouprsquos Macro Sites located in urban areas in itsConsolidated Markets (excluding those in Hungary and Romania) have no third party Sites located within 150meters and approximately 38 of the Grouprsquos Macro Sites located in rural areas in its Consolidated Markets(excluding those in Hungary and Romania) have no third party Sites located within one kilometer TheCompany believes that the high quality and strategic positioning of these Sites makes them attractive to currentmarket participants and new market entrants looking to expand their networks and respond to densificationneeds and coverage obligations Furthermore the Grouprsquos average tenancy ratio of 139x across the Macro Siteportfolio in its Consolidated Markets as of December 31 2020 underpins substantial colocation and upgradepotential This provides significant capacity for growth of the Grouprsquos customer base and tenancies

1622 Benefitting from Strong and Resilient Underlying Demand Within a Growing Towers Market

Vantage Towers benefits from having leading positions in markets in which densification needs driven bymobile data growth and 5G roll out and government-mandated coverage obligations are increasing demand for

157

additional tenancies and Sites Vantage Towers expects to build approximately 550 BTS Sites by March 312021 and has commitments to build approximately 7100 additional BTS Sites across its Consolidated Marketsover the next five financial years The Company believes these markets form the core of a growing Europeantowers market

With the roll out of each new generation of mobile technology users have consumed more data Datausage in Europe continues to grow rapidly in response to the increasing adoption of smartphones and internet-based applications Between 2020 and 2024 mobile data consumption in Western Europe is expected to growfrom 40000 PB per year to 96000 PB per year (Source Company Internal Analysis) In order for MNOs toexpand their networks and improve quality as subscribers and data usage increase they must maintain effectivecapacity to ensure network stability and a lack of congestion (ie coverage and speed) This in turn requiresthat MNOs densify their networks by increasing their tenancies because existing network cells have capacitylimits and as data usage increases the effective size of network cells typically decreases Network densificationis further required to support the range and capacity requirements of the high frequency spectrum used by the5G networks that MNOs are rolling out across Europe following national 5G spectrum auctions Between 2020and 2024 5G mobile connections in Western Europe are projected to increase from 2 of total connections toapproximately 42 of total connections following the allocation of high band spectrum in certain Europeanmarkets including Germany (Source Company Internal Analysis) The higher use of data during the COVID-19 pandemic has also led the EU and individual European governments to take actions to support data demandincluding the EUrsquos EUR 750 billion Next Generation recovery fund to invest in better connectivity through therapid deployment of 5G networks and funds to support 5G network expansion in the German GovernmentrsquosEUR 130 billion stimulus package

MNOs will also need additional tenancies in increasing amounts to address short-term and medium-termcoverage obligations In a number of the Grouprsquos markets national regulators have established coverageobligations that require MNOs to provide network coverage of certain quality over certain areas For examplein Germany MNOs must provide coverage for 98 of households with more than 100Mbit per seconddownload speed by 2022 road and rail coverage 1000 new 5G base stations and 500 base stations in ldquowhitespotrdquo areas These obligations are expected to drive significant roll out in underserved areas with VodafoneDeutsche Telekom and Telefoacutenica Deutschland having signed a letter of intent to coordinate the setup andoperation of 6000 Sites in ldquowhite spotrdquo areas (ie areas in which no MNO provides coverage) across ruralareas and transportation routes In Italy MNOs are required collectively to provide 5G coverage to 80 of thepopulation within three years (four years for new entrants) of auctioned spectrum becoming available in 2022and 994 of the population within four and a half years In the United Kingdom an industry-led SRNprovides for individual MNO coverage commitments that have replaced government coverage obligations on700MHz spectrum at the next auction The SRN aims to extend combined 4G coverage to 95 of the UnitedKingdom by the end of 2025 The coverage commitments of one of Cornerstonersquos anchor tenants VodafoneUK cover an additional 90000 premises (total MNO commitments of 280000) and 8500 additional kilometersof roads (total MNO commitments of 16000 kilometers) In Spain the 700MHz spectrum auction is expectedto take place during the first half of 2021 It is proposed that the auction will include coverage obligationsrequiring 100 coverage for towns of more than 20000 inhabitants within three years as well as formotorways dual carriageways and multi-lane roads and high-speed railway passenger stations In Portugal the5G spectrum auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands) finished in January 2021while the 5G spectrum auction for existing MNOs is ongoing and is expected to finish in the first quarter of2021 MNOs acquiring spectrum in the auctions will be required to provide 5G coverage to 95 of thecountryrsquos total population by 2025 In Greece new obligations attaching to the 2GHz 35GHz 26GHz and700MHz auctions held in December 2020 include population coverage within the first three years a 100 Mbpsminimum level of downloaded data throughputs and a minimum of 300 5G Sites to be installed for the 34-38GHz spectrum Voluntary 5G coverage obligations are being expanded in Hungary and are already in place inthe Czech Republic They are also expected to be applied to spectrum expected to be auctioned in Romania andIreland

The Company believes that the densification needs and coverage obligations described above will driveconsistent MNO-led growth in the number of tenancies and Sites in the Grouprsquos markets underpinning strongand resilient demand for its services Between the twelve months ended March 31 2020 and the twelve monthsending March 31 2025 PoPs (which Vantage Towers refers to as tenancies) in the Grouprsquos ConsolidatedMarkets are forecast to increase by approximately 26 to approximately 278000 largely driven by coverageobligations as MNOs seek to meet population and area requirements (approximately 36000 new PoPs) and to alesser extent densification needs (approximately 15000 PoPs) (Source Analysys Mason based on its PoPsforecast for all markets including new entrants where Vantage Towers is present (excluding Italy)) Betweenthe twelve months ending March 31 2025 and the twelve months ending March 31 2030 PoPs in the Grouprsquos

158

Consolidated Markets are forecast to increase by approximately 12 to approximately 311000 potential PoPsprimarily due to coverage obligations (approximately 17000 new PoPs) and densification needs (approximately9000 new PoPs) (Source Analysys Mason based on its PoPs forecast for the Grouprsquos Consolidated Markets)During both periods new entrants are forecast to contribute to the growth in PoPs (approximately 7000 and6000 new PoPs respectively) following recent and future spectrum auctions (Source Analysys Mason basedon its PoPs forecast for the Grouprsquos Consolidated Markets) In Germany PoPs are forecast to grow byapproximately 57000 or 54 between the twelve months ended March 31 2020 and the twelve monthsending March 31 2030 of which 35000 12000 and 10000 PoPs are forecast to be driven by coverageobligations a new market entrant and densification needs respectively (Source Analysys Mason based on itsPoPs forecast for Germany) In Spain PoPs are forecast to grow by approximately 12000 or 18 over thesame period with coverage obligations densification needs and network sharing arrangements resulting inincreases of 4000 5000 and 3000 PoPs respectively (Source Analysys Mason based on its PoPs forecast forSpain)

These factors are driving demand within a European tower market that continues to evolve creatingsignificant growth opportunities for scaled mobile telecommunications tower infrastructure operators likeVantage Towers The European tower market is in the early stages of its evolution and the Company believesthat its high quality infrastructure which offers superior locations and nationwide coverage is well-positionedto benefit from the marketrsquos growth The commercialization of tower companies while a developing trend inEurope has substantial room for growth when compared with other more mature towers markets like that in theUnited States For example as of 2021 approximately 50 of European Sites were owned by independenttower companies (Source TowerXchange Europe Report 2019 broker reports Company Internal Analysis)compared to 90 in the United States (Source broker reports) In addition there is considerable scope fortower companies to increase their average tenancy ratios in Europe when compared to the United States wherethe average tenancy ratio of US tower companies generally was more than 20x in 2019 according to brokerreports The US tower infrastructure market also demonstrates the potential for improved cost optimizationthrough land ownership and the use of RoUs with major US tower infrastructure operators owning or havinglong-term leases on approximately 35 of their assets The Vantage Towers specialist commercial team wasestablished to drive growth and efficiency across the business in part by increasing the number of tenants onand thereby the utilization of the Grouprsquos Sites The Group is also actively pursuing efficiency gains through aground lease optimization program aimed at replacing leasehold interests underpinning the Grouprsquos Sites withland ownership and long term RoUs as described in further detail in ldquo16313 Best-in-Class Toolsrdquo below

The Company believes that it is well-placed to leverage the expected demand growth and evolvingdynamics in the European towers market in order to grow its revenue and its profitability due to itsdifferentiated Site portfolio its relationships with key MNOs its high quality service offering and its highlymotivated commercial team

1623 Highly Rated Customer Base including Europersquos Largest MNO as Vantage Towersrsquo AnchorTenant Secured with Network Sharing Agreements

The Grouprsquos customer base is underpinned by its anchor tenant relationship with Vodafone as well as itsrelationship with other leading MNOs Vodafone is the leading European MNO by number of mobilesubscribers and provides network coverage across twelve countries Vodafone was also the first to roll out 5Gin Germany and Spain and one of the first with Telecom Italia to roll out 5G in Italy The Company believesthat the Grouprsquos relationship with Vodafone which is supported by secure long-term inflation-linked contractsand significant BTS commitments will provide stable and growing cash flows over the medium and long-termdue to the strength of Vodafonersquos network quality and coverage

In addition to Vodafone Vantage Towers has relationships with other leading MNOs for which the Groupacts as an infrastructure enabler Deutsche Telekom Orange Telefoacutenica Telecom Italia Wind Hellas and NOSare highly rated anchor tenants of the Group and occupy prominent positions in one or more markets(Source public filings Fitch Solutions) The Grouprsquos relationships with these customers are secured by eitherlong-term service contracts between Vantage Towers and the MNO or Active Sharing Arrangements betweenVodafone and the MNO in respect of Vantage Towersrsquo or its co-controlled joint venturesrsquo Sites such asVodafonersquos arrangements with Orange in Spain Telecom Italia in Italy Telefoacutenica in the United Kingdom andNOS and MEO in Portugal MNOs share Passive Infrastructure (referred to as passive sharing) and ActiveEquipment (referred to as active sharing) for a number of reasons including to reduce the time needed toestablish coverage to make efficient network investments with other MNOs and to avoid network duplicationand rationalize and increase the efficiency of their networks The Company believes that the Active SharingArrangements on its Sites are one of its key differentiators compared to its competitors

159

Passive sharing increases the Grouprsquos tenancies and generates colocation fees resulting in an increase inits revenue and Adjusted EBITDA Active Sharing Arrangements similarly increase tenancies and under theportfolio fee structure that has been agreed as part of the Vodafone MSA between Vantage Towers andVodafone in connection with Vodafonersquos new Active Sharing Arrangements in Spain and Portugal sucharrangements enhance the Vantage Towers Grouprsquos revenues and protect it against the cost of decommissioningresulting from their implementation By engaging in active sharing MNOs have a mutual dependency on oneanotherrsquos networks as they seek to address their densification needs and coverage obligations The ActiveSharing Arrangements in place between Vodafone and other leading MNOs in respect of Vantage Towersrsquo orits co-controlled joint venturesrsquo Sites mean that Vantage Towers provides critical infrastructure for two of thelargest MNOs in each of the markets in which it or its co-controlled joint ventures operate The Companybelieves that these arrangements provide significant protection against the risk of decommissioning as a resultof future Site consolidation in these markets both from the trend of increasing active sharing in Europe and thein-market consolidation of MNOs

Taken together the revenue that Vantage Towers generates from Vodafone and its other leading MNOcustomers means that almost all of the Groups revenue is derived from MNOs that largely hold investmentgrade credit ratings providing secure and resilient cash flows A similar proportion of revenue is generated incountries with limited risk from further active sharing

1624 Growth Underpinned by Long-Term Inflation-Linked Contracts with Tenants New Build MacroSite Commitments and Increasing Demand for Tenancies

Vantage Towersrsquo inflation-linked contracts with Vodafone and long-term contracts with other leadingMNOs combined with its BTS commitments and right of first offer on Vodafone new BTS Sites over andabove these commitments secure visible and resilient revenue and cash flows from its existing business withldquobuilt-inrdquo growth Approximately 84 of the Grouprsquos revenue is secured by long-term contracts with membersof the Vodafone Group in each of the markets in which Vantage Towers operates The Company considers theseagreements (ie the Vodafone MSAs) to be balanced agreements that make the Group an attractive partner forMNOs and support more sustainable long-term relationships with the Grouprsquos anchor tenants They are also fitfor the future that the Company envisages for the mobile telecommunications industry

The Vodafone MSAs have been entered into for an initial term of eight years (until November 2028) andrenew automatically following the expiration of the initial term for three additional eight-year terms subject tothe Vodafone Operatorrsquos right at the end of each term not to extend the agreement Under the terms of theagreements Vantage Towers charges a tenant fee which includes a base service charge and additional servicecharges The base service charges and the additional service charges vary annually by reference to an agreedconsumer price index that typically has a floor of 0 (other than in Germany where the floor is negative 2 tocomply with legal requirements) and a cap of 2 (other than Hungary where the cap is 3) meaning that theGrouprsquos revenues from these contracts provide strong protection from inflation within its markets up to therespective caps

As part of the Vodafone BTS Commitment Vodafone has also committed to contract for the constructionof approximately 6850 new BTS Sites across the Grouprsquos Consolidated Markets between April 1 2021 andMarch 31 2026 except for 250 new BTS Sites in Greece that Vodafone has committed to contract for betweenNovember 17 2020 and November 16 2025 Vodafonersquos BTS commitment as well as a separate commitmentfor 250 new BTS Sites from Wind Hellas in Greece over the same period have protected economics over thefive years and also afford the Group preferred supplier status for any BTS Sites required over and above theVodafone BTS Commitment in the Grouprsquos Consolidated Markets Once the committed new BTS Sites aredelivered the Company expects to generate incremental additional run-rate Adjusted EBITDAaL ofapproximately EUR 130 million by March 31 2027 The Company expects that these commitments willsupport growth in the medium term with further long-term growth coming from Vantage Towersrsquo preferredsupplier status The Company believes that the Grouprsquos share of such future requirements beyond the VodafoneBTS Commitment period is likely to be between 500 and 700 Sites per year driven by new coverageobligations and ongoing 5G densification without accounting for new coverage obligations or 6G roll out TheGroup is also a preferred supplier of Wind Hellas in Greece Furthermore INWIT has commitments to buildapproximately 2400 Macro Sites in Italy that it intends to deploy by the end of 2026 and Cornerstone hascommitments to build approximately 1200 Sites in the United Kingdom over the next four financial years TheCompany believes that the recurring nature of the payments under the Vodafone MSAs the Vodafone BTSCommitment and the Grouprsquos other BTS commitments and preferred supplier statuses will support the stabilityand growth of the Grouprsquos revenues and cash flows going forward

160

The Group also has secure long-term contracts with its other customers including other MNOs and non-MNOs that provide it with additional sources of reliable revenue and cash flows The Grouprsquos contracts withother MNOs have a typical duration of eight years and the majority include automatic rollover or extensionclauses that are either long term or without limitations In the near-term Vantage Towers aims to generate themajority of its growth by addressing the coverage obligations and densification needs of existing and potentialMNO customers However the Group also has a diversified base of approximately 400 non-MNO customersthat includes public entities utility providers enterprise customers and other operators holding licenses forfixed wireless access operating PPDR networks FWA networks IoT networks utilities networks and privatenetworks While this segment of the market is currently small the Company is developing relationships withnon-MNO customers and believes the segment has significant growth potential

Vantage Towers continues to grow its business with a focus on delivering new colocations and BTScommitments Prior to the Reorganization the Towers Business was primarily used to support the expansionand competitiveness of Vodafonersquos mobile networks as opposed to adding customers through colocationConsequently as of March 31 2020 the average tenancy ratio across the Grouprsquos Consolidated Markets was137x compared to aggregate tenancy ratios of approximately 15x and over 20x at certain other European andUS tower companies (Source broker reports) The Group has a low tenancy ratio on its RTTs and sparephysical capacity on its GBTs which had a tenancy ratio excluding active sharing tenancies of 127x as ofDecember 31 2020 Following its establishment Vantage Towers has set up the specialist commercial teammentioned above which is dedicated to growing developing and transforming the business to increasetenancies and deliver growth The commercial team is responsible for leading business developmentanticipating customer needs using market intelligence and geo-analysis new product development and pre-salessupport The goal of the commercial team is to leverage the existing relationships between Vantage Towers andthe key MNOs in its markets to maximize non-Vodafone tenancies from new tenancies and to capitalize onVantage Towersrsquo significant potential to increase tenancies to drive growth See ldquo16332 Ambitious OrganicGrowth Strategy for Anchor and Other Tenanciesrdquo During the three months ended December 31 2020 thecommercial teamrsquos strategy resulted in the Group signing new framework agreements with eir and Three inIreland and a framework agreement with the National Association of Telecommunications Operators andInternet Services (AOTEC) in Spain to add tenancies and densify in rural areas AOTEC represents 150 smallermobile network operators The framework agreements with eir and Three are expected to deliver more than 250and more than 200 tenancies respectively The Group also signed a 10-year IoT framework contract withSigFox that is expected to generate at least 350 tenancies by March 31 2022 and at least 500 tenancies byDecember 31 2023

In the medium term the Group is targeting a tenancy ratio in excess of 150x across its ConsolidatedMarkets compared to an average tenancy ratio across its Consolidated Markets of 137x as of March 31 2020Based on new Macro Sites expected to be commissioned during the twelve months ending March 31 2021(approximately 550 tenancies) the Vodafone and Wind Hellas BTS commitments (approximately 7100tenancies including 2000 Vodafone tenancies resulting from white spot obligations) white spot obligations inGermany (4000 additional non-Vodafone tenancies) and committed tenancies net of decommissioning in Spainand Other European Markets (approximately 1700 tenancies) in November 2020 the Group had over 13400new committed tenancies In order to achieve its medium-term target tenancy ratio the Group is aiming to addadditional tenancies to its committed tenancies During the nine months ended December 31 2020 the Groupadded approximately 1400 net tenancies of which approximately 500 tenancies were not committed inNovember 2020 As a result the Group secured approximately a quarter of the non-committed tenancies that itexpects to require to achieve its medium-term tenancy ratio target of over 150x

The Group is either engaged in negotiations or has identified future opportunities to add tenancies in anamount multiple times greater than what it expects to require to meet its medium-term tenancy ratio target

1625 Highly Attractive Financial Profile with Margin Upside and Cash Flow Generation SupportingShareholder Returns

Vantage Towers has the capacity to build on its margins and Cash Conversion using its operating leverageand expected cost efficiencies Vantage Towers also maintains low maintenance capital expenditurerequirements which enable strong Cash Conversion

The Company believes that it has strong operating leverage due to its ability to increase its revenue and itsAdjusted EBITDAaL margin by adding tenants to the Grouprsquos Sites Coupled with this the Company alsobelieves that the Group can enhance its margins by delivering operating cost reductions through its costefficiency programs including ground lease optimization increasing automation across the portfolio OampM

161

efficiencies and the deployment of energy efficient solutions which are described in detail in ldquo16333 Best-in-Class Operational Efficiencyrdquo

The Company believes that the strong cash flow generation of its business model can support differentcombinations of leverage dividends and growth which it looks to balance in a way that is consistent with itslong-term strategy Over the medium term the Company is targeting a mid-single digit revenue (excludingrecharged capital expenditure revenue) compound annual growth rate an Adjusted EBITDAaL margin in thehigh fifty percentages and a mid- to high- single digit compound annual growth rate of Recurring Free CashFlow As of March 31 2021 Vantage Towers is targeting a leverage ratio defined as Net Financial Debt toAdjusted EBITDAaL of 40x by March 31 2021

1626 Clear Focus on Strategic Growth through Investment Beyond the Core Business and MampA Ledby an Experienced Independent and Commercially-Driven Management Team

Vantage Towers has a clear strategy with multiple levers for growth This strategy prioritizes expandingand evolving the Grouprsquos product portfolio and relationships with existing and new customers to maximize theutilization of its assets Vantage Towers believes there is additional value creation potential from investmentbeyond the core business and diversifying into areas such as fiber backhaul IoT and edge computing TheGroup is also exploring growth through incremental organic investments beyond the business plan (ie itsstated guidance around BTS and ground lease optimization programs) andor strategic MampA Any strategicMampA would be focused on opportunities to expand the Grouprsquos Site portfolio as it pursues its goal of becominga 5G ldquosuperhostrdquo and a key enabler of Europersquos digital future The Grouprsquos strategic roadmap for growth isdescribed below in ldquo163 Strategyrdquo With an expected Net Financial Debt to Adjusted EBITDAaL ratio of 40xas of March 31 2021 the Group will have EUR 1 billion of leverage capacity that can be complemented by theissuance of equity to fund larger opportunities preserving the strategic flexibility to pursue organic growthbeyond the business plan andor strategic MampA

The Vantage Towers management team has significant technology and mobile network infrastructureexperience and extensive relationships with the mobile industry Vivek Badrinath Vantage Towersrsquo chiefexecutive officer Thomas Reisten Vantage Towersrsquo chief financial officer and the chair of Cornerstonersquos boardof directors and Sonia Hernandez Vantage Towersrsquo chief commercial officer and a non-executive director ofINWIT have over 70 years of industry experience between them Prior to joining Vantage Towers Vivek andThomas worked together as chief executive officer and chief financial officer respectively of Vodafonersquos Restof the World segment and Vodafone Business Sonia has been the chief executive officer of Vodafone Maltaand a member of the boards of directors of Vodafone Germany and Kabel Deutschland and she currently sits onthe board of directors of INWIT As a whole the management team has strong expertise that is well-suited todriving growth in the business and delivering on the Grouprsquos strategy Regional country heads reinforce themanagement team and lead on the implementation of Vantage Towersrsquo strategy

The management team is supported by a robust corporate governance framework that affords it significantindependence The Supervisory Board is comprised of an independent chair three independent non-executivemembers and five members nominated by Vodafone However there are no majority shareholder instructionrights meaning that the Vantage Towers management team is empowered to drive the Grouprsquos strategyforward Vantage Towers has a clearly defined relationship with Vodafone under the terms of the RelationshipAgreement and the various commercial agreements into which the businesses have entered including theVodafone MSAs which include arms-length governance of related party arrangements These governancearrangements allow Vantage Towers to enjoy the benefits of its partnership with Europersquos leading MNO bynumber of mobile subscribers (Source Fitch Solutions) while guaranteeing it the independence to run the day-to-day operations of the business as well as the flexibility to pursue its growth strategy and leverage marketopportunities in order to grow its business and maximize shareholder value The management team also has amanagement incentive structure in place that targets growth in non-Vodafone revenues (see ldquo16331Incentivized to Drive Long-term Shareholder Valuerdquo below)

163 Strategy

The Grouprsquos strategy is focused on three key pillars People Planet and Performance The Grouprsquosmission is to power Europersquos digital transformation and the Company believes its Site portfolio is a key enablerfor a sustainable digital society People and Planet form two dimensions of the Grouprsquos environmental socialand governance (ldquoESGrdquo) strategy which is underpinned by its Performance and robust corporate governance

162

1631 People

Vantage Towers is focused on developing a workforce with the skills necessary to drive the businessforward that is supported by rigorous health and safety practices and best-in-class systems and tools

16311 Multi-Skilled and Diverse Team

Vantage Towers is focused on maintaining a distinctive culture which is fostered by building a diverseworkforce maintaining a lean and flat organization and being inclusive transparent and collaborative VantageTowers will continue to build a diverse team of individuals managers and engineers to create the optimal talentmix to drive the business forward The Grouprsquos goal is to have a broad talent base with employees frommultiple backgrounds and to maintain a ratio of at least 30 female employees As of the date of thisProspectus the Group had over 30 female employees Amongst its people the Group seeks to foster anentrepreneurial spirit and collaborative culture that combines the scale of a multi-national corporation operatingacross eight countries with a start-up mentality and promotes a borderless mindset while empowering itsemployees Management is focused on supporting the Vantage Towers team across all markets by creatinggrowth and development opportunities using targeted development plans with a particular focus on developingits infrastructure team At the managerial level leaders are empowered to operate with speed and accountabilityto deliver on the Grouprsquos growth initiatives

16312 Unflinching Focus on Health and Safety

Vantage Towers rigorously focuses on health and safety across the entire business The Grouprsquoscommitment to health and safety does not differentiate between its own employees and its contractors with allpersonnel expected to comply with the Grouprsquos ldquoAbsolute Rulesrdquo on health and safety which are focused onrisks that present the greatest potential for harm Employees or contractors who repeatedly fail to observe theldquoAbsolute Rulesrdquo are excluded from involvement in the Grouprsquos business Whenever accidents occur it is theGrouprsquos policy to perform a full investigation of the cause with suggestions as to appropriate remedialmeasures In the event of a fatality all related work must cease and only recommence with appropriateauthorization The Group aims to continue to operate a business with no fatal workplace accidents In additionthe Group is committed to the health and wellbeing of its employees and their families to whom it offers avariety of programs including a wellbeing platform that enables its users to access health and wellness toolsfrom their electronic devices

16313 Best-in-Class Tools

Vantage Towersrsquo strategy is to continue to provide best-in-class tools to support its workforce and furtherits productivity The Grouprsquos newly established commercial team is focused on increasing its tenancy ratio bycapitalizing on coverage obligations and densification needs To support this focus in October 2020 VantageTowers rolled out an initial version of a customer relationship management (ldquoCRMrdquo) solution to activelymanage its leads opportunities and customers The aim is for a subsequent version of this system to includesales forecasting and analytics The Group is also expanding the capabilities of its commercial team through theintroduction of tailored software solutions that perform geo-based analytics in order to anticipate futurecustomer demand to enable a more proactive sales approach minimize the time-to-market and reducedeployment costs of new products

In addition Vantage Towers is at the forefront of using digital assets to promote automation across itsbusiness as a means to reduce costs and improve margins The Group currently uses Vodafonersquos IT systems foroperational business and technology support Within this established IT infrastructure the Group is rolling outa number of programs aimed at improving its service offering and streamlining its operations The mostsignificant of these include TIMS (ie Tower Information Management System) and Digital Twin

TIMS serves as the Grouprsquos inventory management system in which Vantage Towersrsquo standardizedprocesses are mapped It is a fully integrated software suite that the Group uses to manage end-to-end Groupoperational processes and workflow on a day-to-day basis including updates provided remotely by the Grouprsquosemployees and contractors when they are working on a particular Site TIMS includes a customer portal thatfacilitates customer interaction by enabling customers to access the Grouprsquos Site portfolio and to initiate servicerequests and exchange information and documents directly in the portal It also includes a separate landlordportal that provides landlords with an equivalent tailored interface An initial version of TIMS was rolled outin the Grouprsquos markets in July 2020 with full operational capabilities including mobile workforce enablementexpected to be implemented by August 2021

163

Digital Twin is a software solution that will provide a 3D digital representation of physical Sites to enablethe Group and its customers to perform Site activities remotely thereby reducing the need for and costs relatedto Site visits In addition Digital Twin will enable the Group to digitize its Site offering Site design andconstruction and Site infrastructure operations to further increase operational efficiency and reduce the time-to-market of service delivery Digital Twin is still in the development stage with initial roll out expected in thesecond half of 2021

1632 Planet

As Vantage Towers expands connectivity and builds a better digital future for Europe it will seek to do sowith minimal impact on the planet Better connectivity brings with it the opportunity to advance new greenerways of working and living Sustainability is a core focus for Vantage Towers including the use of renewableenergy sources maximizing the reuse and recycling of redundant network equipment ensuring energy meteringon Sites for energy efficiency and maintaining a sustainable supply chain

16321 Building EU Resilience through Coverage

The resilience of Europersquos economy and society is central to Vantage Towersrsquo ability to power Europersquosdigital transformation The Group seeks to enhance Europersquos resilience by enabling mobile coverage andconnectivity During the national lockdowns that have resulted from the COVID-19 pandemic mobile networkshave been fundamental to the ability of people to work from home with voice and data traffic spiking 50 inthe first half of 2020 (Source GSMA 2020) As a result of the higher use of data during the COVID-19pandemic governments have proposed new funding to meet customer demand In Europe the EuropeanCommission has proposed the creation of a EUR 750 billion NextGenerationEU recovery instrument to investin the EUrsquos digital transition The principal component of NextGenerationEU is the EUR 6725 billionRecovery and Resilience Facility the purpose of which is to mitigate the economic and social impact of theCOVID-19 pandemic and make European economies and societies more sustainable resilient and betterprepared for the challenges and opportunities of the green and digital transitions Furthermore as part of theEuropean budget for 2021-2027 the EU budgeted 20 of EU funds for digital expenditures Meanwhilenational governments in Europe are providing funding to accelerate 5G network roll out This includes inGermany where the federal government has announced funds to support 5G network roll out as part of itsEUR 130 billion stimulus package Rural coverage obligations and the roll out of 5G are expected to increasemobile connectivity going forward resulting in 5G subscriptions comprising 55 of total mobile subscriptionsby 2025 Vantage Towers believes that its high-quality Site footprint enables digitization supports thedeployment of 5G across the portfolio and facilitates comprehensive rural coverage through Sites which arelocated in rural areas In addition rural coverage obligations also create opportunities for new Sitedeployments

Active and passive sharing on the Grouprsquos Sites reduces MNOsrsquo environmental footprints by consolidatingthe placement of Active Equipment By supporting mobile technology across Europe which helped to avoid324 million tons of CO2 in 2018 (Source GSMA 2019) Vantage Towersrsquo Site footprint also contributes todecarbonization contributing to the European Unionrsquos goal of achieving climate neutrality in 2050 The EUrsquos2021-2027 budget set aside 30 of EU funds to fight climate change Against this background the Groupexpects that its ESG projects described below in ldquo16322 Energy Conscious Deliveryrdquo can where neededbenefit from public funding

16322 Energy Conscious Delivery

Vantage Towers is focused on increasing its energy efficiency and reducing its carbon footprint As ofDecember 31 2020 the Group procured over 90 of its electricity from renewable sources in its ConsolidatedMarkets including 100 from renewable sources in five countries where the Company operates The Grouphas established initiatives to move to procuring 100 of its electricity from renewable sources by the secondhalf of 2021 The Group sources renewable energy via power purchasing agreements renewable energycertificates and renewable electricity tariffs through the VPC which is Vodafonersquos principal procurementcompany It has also committed to implementing ISO 50001 in all of its Consolidated Markets by 2023 as ameans to further the ongoing improvement of its energy performance Currently three of its eight ConsolidatedMarkets are ISO 50001 compliant To complement these initiatives Vantage Towers is targeting a 15improvement in its power usage effectiveness by 2023 (compared to 2020) by improving power supply andcooling system efficiency The Group is piloting the use of micro wind turbines on masts at six Sites inGermany and Portugal and is planning to roll them out to 300 Sites in Germany In Spain the Group ispiloting the use of solar panels to power on-site cooling systems at two Sites and to provide power in

164

conjunction with hybrid generators and accumulators at approximately 50 rural Sites with no commercial powersupply The Group also sees a significant opportunity for the use of solar power in Greece Portugal andGermany where solar panels are currently deployed on approximately 100 Sites The Group is also targetingthe implementation of energy meters on at least 80 of its Sites by 2023 which the Company believes willincentivize energy efficiency The Group has deployed smart meters at approximately 1000 Sites in Romaniato measure tenantsrsquo power consumption and has also developed capabilities to measure power consumption forapproximately 1500 Sites in Portugal and Ireland The Group will continue to assess new opportunities forimproving energy efficiency and the use of renewable energy sources on an on-going basis across its Siteportfolio

16323 Sustainable Infrastructure Supported by Superior Supply Chain

Vantage Towers seeks to employ sustainable infrastructure solutions across its network In addition to itsfocus on renewable energy described above the Group employs a leading network equipment re-use programthat allows it to reduce costs through the recycling and re-use of network equipment saving an average cost of63 as compared to new equipment By 2025 the Group is aiming to re-use resell or recycle all of itsredundant network equipment

Under the terms of its contractual arrangements with Vodafone the Group is able to leverage Vodafonersquossupply chain in order to support the ESG elements of its strategy The VPC provides expertise economies ofscale and a focus on sustainability that enable Vantage Towers to secure advantageous pricing terms for manyof the materials products and contractors that it requires while ensuring its core values around sustainabilityare continually upheld The Vodafone supply chain has long-standing ethical procurement policies andmonitoring practices that require suppliers to meet mandatory ethical labor and environmental standards andare monitored and verified by independent third parties Suppliers are subject to comprehensive qualificationand due diligence checks including for human rights health and safety anti-bribery and watch list screening

1633 Performance

The Group has a performance culture that is reflected in the remuneration of its senior management and isfocused on organic revenue growth and operational efficiencies across ground lease costs and other operatingexpenses as well as strategic MampA

16331 Incentivized to Drive Long-term Shareholder Value

The Grouprsquos senior management is incentivized to drive long-term shareholder value through aremuneration structure that is based on Vantage Towersrsquo performance as measured by certain financial and non-financial key performance indicators (ldquoKPIsrdquo) Remuneration is linked to the delivery and outperformance ofthe Grouprsquos medium-term guidance as set out below under ldquo272 Outlookrdquo Short-term incentives are measuredagainst financial KPIs including Adjusted EBITDAaL Recurring Free Cash Flow and increase in non-Vodafone revenue and certain non-financial KPIs Long-term incentives are measured against Recurring FreeCash Flow total shareholder returns and ESG benchmarks Approximately half of the Management Boardrsquosmaximum potential short-term and long-term incentive remuneration where linked to financial KPIs is subjectto meeting guidance targets A meaningful portion of the variable incentives is dependent on outperformingguidance targets Members of senior management have share ownership targets which serve to further investthem in the Company and align their interests with those of other shareholders For additional detail regardingmanagementrsquos remuneration structure see ldquo2223 Remuneration and Other Benefits of the Members of theManagement Boardrdquo

16332 Ambitious Organic Growth Strategy for Anchor and Other Tenancies

At the heart of Vantage Towersrsquo strategy lies an intention to expand and develop its service portfolio tobecome one of Europersquos 5G ldquosuperhostsrdquo helping its customers deploy their 5G networks in a sustainable wayThe Grouprsquos vision is to power Europersquos digital future enabling smart cities across Europe through a range ofenablers and services such as fiber-to-the-Site indoor and outdoor coverage solutions mobile private networksand sensor networks that will help with running city transports traffic management smart parking smart wastemanagement and environmental monitoring grids amongst other things To deliver this the Group hasdeveloped a phased approach to growth with multiple levers to expand the business

The figure below provides an illustration of the Grouprsquos growth strategy

165

First ldquoRealizerdquo the Group intends to realize the potential of its business by capturing the demand beingdriven by coverage requirements and densification needs and delivering cost efficiencies It aims to do this byexpanding its presence with existing customers utilizing its focused commercial team to develop new businesspartnering with trusted parties to increase its services and delivering cost synergies as detailed further below

Vantage Towers is focused on growing its business organically The Group aims to generate the majorityof its near-term growth by addressing the coverage obligations and densification needs of existing and potentialMNO customers The demand for tenancies is expected to come both from existing MNOs with which theGroup has established relationships and from new market entrants For example in Germany 1amp1 Drillisch isexpected to require approximately 15000 PoPs (which Vantage Towers refers to as tenancies) by 2035(Source Analysys Mason) a large majority of which the Company expects to be driven through colocationswith further potential for BTS roll outs Vantage Towers seeks to leverage its existing MNO relationships tocapitalize on the demand for tenancies using the Grouprsquos high-quality portfolio and substantial colocationpotential During the nine months ended December 31 2020 the Company believes that the quality of its assetscontributed to the Group adding approximately 1100 new tenancies from customers other than Vodafone TheGroup will also look to expand its Site footprint as it addresses Vodafonersquos and Wind Hellasrsquo current BTScommitments The Group expects further growth to come from its preferred supplier status on Sites beyond theVodafone BTS Commitment as Vodafone rolls out its 5G network across Vantage Towersrsquo ConsolidatedMarkets Vantage Towersrsquo commercial team will also build and use tailored software solutions that performgeo-based analytics to proactively identify the Site needs of Vodafone and other customers minimizing thetime and cost of meeting demand and expanding its product offering to other MNOs This element of theGrouprsquos strategy will include upgrading Sites for existing customers and strengthening installations on Sites toincrease tenancies

In parallel the Group is also executing on the next phases of its strategy ldquoExpandingrdquo and ldquoEvolvingrdquoVantage Towers to become a 5G ldquosuperhostrdquo and a leading digital enabler To achieve this the Group willexpand its business across two dimensions customers and products On the customer side the Group willexpand into non-MNO customers from the public and private sector On the product side the Group will focuson (i) in-building coverage solutions particularly DAS indoor Small Cells and repeater Sites using a neutralhost model and later adding outdoor Small Cells to serve high traffic areas (ii) fiber-to-the-Site connectivity(iii) IoT and edge computing (iv) smart rural network solutions as a neutral host and (v) smart cities

166

The Group is also targeting growth in its non-MNO business by bringing new focus and managerialintensity to a group of customers that previously received less attention The majority of the Grouprsquos tenantsare currently MNOs but there is a broader range of opportunities with non-MNOs that Vantage Towers istargeting to expand its non-MNO customer base thereby increasing tenancies on the Grouprsquos Sites and drivingdemand for new Sites The non-MNO customer growth opportunities in the Grouprsquos markets include differentsegments of the market such as public protection disaster and recovery (ie PPDR) networks utility and otherprivate customers or enterprises with a need for a mobile private network LPWA-IoT networks and FWAoperators The main focus of the Group will be PPDR networks and utility and enterprise customers TheCompany believes that providers of PPDR and utilities networks present a significant opportunity for growthwithin the non-MNO customer base particularly in Germany where the government recently allocated (andwhich has now been deployed) 700MHz band spectrum to the Federal Agency for Public Safety Digital Radiowhich is responsible for the construction operation and development of Germanyrsquos terrestrial trunked radio(ldquoTETRArdquo) network the largest TETRA network in the world (Source Federal Agency for Public Safety andRadio Report) 450MHz band spectrum was awarded to the utilities sector in Germany in 2020 requiring up to5000 new Sites by 2030 Similar non-MNO-focused network development initiatives are being implementedacross the Grouprsquos markets as described in ldquo1534 Demand from Non-MNO Customersrdquo

Vantage Towers will also look to generate organic growth by developing new and enhanced serviceofferings to meet the wide-ranging needs of its existing and prospective customers The Company believesthere is a significant opportunity for growth through fiber as MNOs look to fiber to provide future-proofbackhaul solutions to support the deployment of their 5G networks while avoiding the time and cost ofinstalling their own fiber backhaul See ldquo1535 Growth Beyond the Corerdquo The Company will approach fiber intwo ways depending on whether or not fiber has already been deployed on its Sites Where fiber has alreadybeen deployed on the Grouprsquos Sites the Group plans to resell fiber services and lease dark fiber capacity toexisting and new tenants under wholesale agreements with Vodafone based on a model that has already beenestablished in Portugal and is ready to be replicated across the portfolio Under this model MNO and non-MNO tenants would pay a recurring yearly fee with contribution margins based on commercial discussionsWhere fiber is not currently deployed on the Grouprsquos Sites it will consider investing in deploying fiber toprovide fiber services to its customers The Group currently has a number of Sites that do not have fiberdeployed on them which are within one kilometer of fiberized Sites representing a relatively affordableopportunity to deploy new fiber By investing in fiber the Company believes that it can reinforce thecommercial attractiveness of Sites and generate an additional revenue stream from fiber usage fees TheGrouprsquos approach to fiberization will be determined by the cost of fiber roll out in each market and projectedreturns The cost of connecting a Site to fiber depends on the Sitersquos distance from the fiber backbone TheCompany expects pricing to be determined by a return criteria which will include internal rate of return andreturn on capital employed alongside other factors such as the strategic nature of the Sites and the ability togenerate revenues from customers other than Vodafone

Vantage Towers is also considering opportunities for growth in DAS indoor Small Cells and repeaterSites The Company believes that it is well positioned to unlock new opportunities in DAS and the rapidlyevolving indoor Small Cell market through a bespoke ldquoneutral hostrdquo business model As a neutral host theGroup will incur the cost of providing both Passive Infrastructure and Active Equipment including multi-operator equipment as well as operating and maintaining the Small Cells The Company believes that byacquiring management of dedicated sales channels indoor radio planning capabilities and maintenance andupgrade of Active Equipment it will be positioned to capture a portion of future demand for DAS and indoorSmall Cells It expects demand for indoor Small Cells to increase as 5G and high frequency spectrum are rolledout across Europe requiring upgrades to existing infrastructure the reinforcement of indoor coverage as themarket moves to higher band spectrum with lower in-building penetration and outdoor Small Cells whenMacro Sites cannot be further densified The Company will follow a phased approach to pursuing the DASindoor Small Cell opportunity that initially focuses on upgrading existing DAS and indoor Small Cellinfrastructure to 5G before defining products for large scale deployment and then building a pipeline of smalland mid-size venues that are currently underserved During the three months ended December 31 2020 theGroup moved forward with this strategy by commencing the deployment of the first 5G neutral host DASsolution for a building complex in Prague At a later stage the Group also expects to benefit from outdoorSmall Cells by leveraging multi-MNO cloud RAN-based radio equipment technologies See ldquo1535 GrowthBeyond the Corerdquo

Furthermore as IoT increases in prevalence the Group believes there will be opportunities to invest innetwork-as-a-service which amounts to rolling out IoT networks for non-MNOs and to provide planninginstallation and OampM services for IoT network equipment (eg IoT base stations or nodes) for a recurring feeandor connectivity revenue share The markets in which the Group currently operates have IoT penetration in

167

the middle tier of countries in Western Europe providing significant room for potential future growth Asdigital services evolve IoT offerings are expected to rely on higher connectivity and faster speeds generating afurther increase in data traffic resulting in a rise in the demand for Sites Sensing-as-a-service (also known asSaaS) networks where Sites host sensors for third parties are another opportunity in IoT The Grouprsquos has asignificant number of Sites across its markets that are located in high density urban areas The locations ofthese Sites make them well suited to hosting a wide range of sensors (eg weather air quality radiation firegases cameras etc) to generate real-time and high resolution data that is needed to run many artificialintelligence algorithms that power a wide range of applications across many sectors including amongst otherstransport insurance manufacturing and farming The Group expects that sensing-as-a-service (also known asSaaS) networks could also create other opportunities in data

During the nine months ended December 31 2020 the Group entered into a 10-year IoT frameworkcontract with SigFox The Company expects to generate at least 350 tenancies by March 31 2022 and at least500 tenancies by December 31 2023 The Group also positioned itself as an enabler of 5G technologies acrossmultiple industries including healthcare manufacturing e-gaming and agriculture

In the longer term Vantage Towers sees a growing demand for distributed computing that will give it theopportunity to host edge data centers for MNO and non-MNO customers Edge data centers would prepare theGroup to enable cloud RAN-based architectures for MNOs and the distributed computational power of suchcenters would secure the ultra-low latency required for the Group to enable digital cities in the future

16333 Best-in-Class Operational Efficiency

Vantage Towers will aim to enhance its margins by implementing cost efficiencies in areas such as leasecosts maintenance costs and energy costs The Group is targeting Adjusted EBITDAaL margin in the high fiftypercentages over the medium term reflecting assumptions that certain of its costs such as new Site operatingcosts incremental support costs for current BTS commitments and the renegotiation of certain maintenancecontracts are expected to increase at rates above those in the past andor above the rate of inflation Seeldquo272 Outlookrdquo for more information In order to achieve this target the Company will focus on optimizing andimproving its cost management Through the ground lease optimization program the Group is seeking toreduce its ground lease costs by selectively acquiring land on which certain of its Sites are located or thelong-term RoU assets (typically between 10 and 30 years) on margin accretive terms The Group identifies Sitecandidates for the program based on lease expiry date and prioritizes Sites owned by individual landlords Sitesare then proofed by external experts using standards set by the Group before being assessed based on thelandlordrsquos willingness to sell or enter into long-term RoU agreements The initial focus of the program isGBTs however the Company believes that the program will also allow it to increase tenancies on a number ofits RTTs in Germany by removing restrictions under certain of its leases The Company also believes that theprogram will protect the Group from competitors and land aggregators seeking to consolidate land ownership inorder to increase lease costs

The ground lease optimization program is expected to increase the attractiveness of the Grouprsquos Sites byreducing long-term costs and securing long-term RoUs or land ownership The Group has budgetedapproximately EUR 200 million for ground lease capital expenditure subject to achieving appropriate returnsThe first phase of the program is being rolled out over the next five financial years and targets approximately10 of the Grouprsquos Sites The Group launched pilots of the ground lease optimization program in Spain andGermany in July and September 2020 respectively The pilots targeted approximately 1900 Macro Sites (aninitial 400 was increased by 1500) in Spain and 850 Macro Sites (600 GBTs and 250 RTTs) in Germanyresulting in engagement from approximately 60 of the landlords contacted in each market Of the Macro Sitesin Germany the Company is exploring the ability to acquire the long-term RoU of one-third of the Sites andthe land for the remaining two thirds The pilot programs in Spain and Germany have performed in line withthe Grouprsquos expectations and the Company expects to enter into a total of approximately 100 agreements forthe acquisition of land or long-term RoUs in Spain and Germany by March 31 2021 During the three monthsended December 31 2020 the Group further expanded its ground lease optimization program by launchingpilots in Portugal the Czech Republic Hungary and Ireland The Company believes there is significantpotential to acquire land or long-term RoUs across its Site portfolio and expects to gradually ramp up theground lease optimization program over the coming years In addition the Group has begun to optimize itslease portfolio through the active renegotiation of leases where possible and advantageous to do so Using ateam of dedicated agents the Group re-negotiates lease terms with landlords in some cases offering longerlease terms in exchange for reduced rental costs

In addition the Group is targeting reductions in its maintenance costs through the introduction of remotemanagement and predictive maintenance solutions Following the launch of digital assets like TIMS and Digital

168

Twin the Grouprsquos customers will be able to remotely access Sites while the Group will be able to respond tocustomer requests and monitor and inspect its Site portfolio remotely The Group is also in the process ofimproving the energy efficiency of its Passive Infrastructure including by installing energy-efficient rectifiersfree cooling systems and lithium ion batteries to lower energy consumption and costs Furthermore the Groupis aiming to migrate its energy model onto a fully remote monitoring and metering system that will useoperational insights to provide actual energy demand data for its customers across the Grouprsquos markets By2023 the Group is aiming to increase this to 80 of Sites to enable better monitoring and target efficiencymeasures

16334 Potential Upside from Strategic MampA

The management team continually considers strategic MampA opportunities if they enhance shareholdervalue and meet the Grouprsquos investment criteria In evaluating any MampA opportunities managementrsquos firstpriority is to strengthen the Grouprsquos core asset base being its tower network and enhance its leadershippositions To the extent that it considers MampA opportunities the Grouprsquos short-term focus will be on theacquisition of tower portfolios from MNOs or other tower companies in its existing markets where there isclear synergy potential and existing capabilities This strategy is geared towards acquisitions that create nationalleaders with high quality de-risked growth balanced MSA arrangements and strong anchor tenants activesharing on the Grouprsquos Sites to underpin attractive returns The Group also looks at additional criteria such asthe potential to build new Sites and add new colocations and it has a hurdle internal rate of return that itconsiders when evaluating MampA opportunities An example of this strategy having been successfully deployedwas the combination of the Greek tower infrastructure assets of Vodafone Greece and Wind Hellas in order tocreate Vantage Towers Greece Greecersquos leading tower infrastructure operator based on number of Macro Siteswith a market share of 52 (Source Company Market Position Assessment) The Wind Hellas assets wereacquired at an attractive relative valuation and the historical alignment between Vodafone and Wind Hellas inGreece has resulted in operational efficiencies The new anchor tenant relationships between Vantage Towerson the one hand and each of Vodafone Greece and Wind Hellas on the other are underpinned by two MSAswith four eight-year automatically renewing terms and five-year BTS commitments by both Vodafone Greeceand Wind Hellas for a total of 500 BTS Sites Both MNOs are also active sharing on Vantage Towers GreecersquosSites The Company believes the establishment of Vantage Towers Greece demonstrates the ability of themanagement team to integrate new tower assets into its portfolio and to negotiate attractive terms for theprovision of its services for both Vodafone and its competitors alike

In Italy the merger of Vodafone Italyrsquos towers with INWIT contributed to a leading tower operator inwhich Vantage Towers has co-control INWIT has a market share of 52 based on number of Macro Sites(Source Company Market Position Assessment) INWIT maintained Vodafone and Telecom Italia as anchortenants both of which engage in active sharing on its Sites and have made new BTS Site commitments totaling2400 Macro Sites

Similarly the commercialization of Cornerstone and the contribution of Vodafonersquos 50 co-controllingshareholding in the company into Vantage Towers gives the Group co-control over the United Kingdomrsquoslargest tower company by number of Macro Sites (Source Company Market Position Assessment) VodafoneUK and Telefoacutenica UK have each entered into long-term MSAs with Cornerstone They have also jointlyagreed to commit as anchor tenants on approximately 1200 new Macro Sites to be constructed by Cornerstoneand approximately 1950 new passive tenancies on existing Macro Sites operated by Cornerstone Cornerstoneis also a preferred supplier of new Sites to each MNO In addition Vodafone UK and Telefoacutenica UK haveActive Sharing Arrangements meaning that Cornerstone is a critical infrastructure provider to two of the topthree MNOs in the United Kingdom

The Group may also consider MampA opportunities that enable it to improve and expand its technologicalcapabilities andor expand into non-core segments with high growth potential Examples of this type of MampAcould include the acquisition of one or more businesses whose technology is complementary to that of VantageTowers such as in fiber Small Cells or private network deployments Over the longer-term the Group mayconsider acquiring Site portfolios in new markets with attractive economic and regulatory dynamics includingin relation to upcoming 5G roll out plans and expanding coverage obligations In these markets the Group willfocus on market leaders with strong anchor tenants to enable the Group to develop leadership positions ideallyunderpinned by Network Sharing Arrangements

169

164 Overview of the Grouprsquos Segments

Vantage Towers operates its business across four segments Germany Spain Greece and Other EuropeanMarkets In addition to these four segments the Group accounts for the results of its equity investments inINWIT and Cornerstone under ldquoShare of results of equity accounted joint venturesrdquo in its income statement

1641 Germany

Vantage Towers is the second largest telecommunications tower company in Germany by number of Sites(Source Company Market Position Assessment) Germany is the Grouprsquos largest market comprising 42 ofthe Grouprsquos Macro Sites and 37 of the Grouprsquos tenancies in its Consolidated Markets as of December 312020

The Grouprsquos Site portfolio in Germany is well-balanced The Sites have capacity to colocate additionaltenants and a significant proportion do not have competitorsrsquo Sites located nearby The Grouprsquos portfoliocomprised approximately 19400 Macro Sites consisting of approximately 4400 GBTs 14700 RTTs and 300Long-Term Mobile Sites as of December 31 2020 The majority of the Grouprsquos GBTs in Germany are locatedin rural and suburban areas while its RTTs are primarily situated in urban areas As of December 31 2020 theGroup had a tenancy ratio of 121x on its Macro Sites driven by its GBTs which had a tenancy ratio of 182xThe Grouprsquos RTT tenancy ratio in Germany as of the same date was lower (103x as of December 31 2020)due to limited commercial focus and historical contractual barriers to sharing RTTs in the German marketrelated to limits on sub-leasing rights as a result of landlordsrsquo preference to contract directly with MNOs Thehigh tenancy ratios on the Grouprsquos GBTs as well as co-location demand from Deutsche Telekom and TelefoacutenicaDeutschland have helped to drive the Grouprsquos overall tenancy ratio in Germany The Grouprsquos Sites in Germanyhave attractive locations based on the Grouprsquos co-tenancy analysis As of December 31 2020 approximately55 of the Grouprsquos Macro Sites in urban areas did not have a competing Site within 150 meters andapproximately 36 of its Macro Sites in rural areas did not have a competing Site with one kilometer Seeldquo1652 Site Portfoliordquo below

Germany is at the center of the growth in demand for the Grouprsquos Sites The Group expects that coverageobligations and densification requirements in the German MNO market coupled with a new entrant will resultin demand for approximately 57000 new tenancies between the twelve months ended March 31 2020 and thetwelve months ending March 31 2030 representing 63 of incremental tenancy growth in the GrouprsquosConsolidated Markets The Group has a strong pipeline of new Sites and tenancies in Germany During the ninemonths ended December 31 2020 the Group added approximately 350 new BTS Sites in Germany As part ofthe Vodafone BTS Commitment Vodafone has agreed to contract for approximately 5500 new BTS Sites fromVantage Towers by March 31 2026 of which approximately 2000 are expected to provide coverage for ldquowhitespotrdquo areas Each Macro Site constructed in a ldquowhite spotrdquo area is expected to support three colocatingMNO tenants with a single fee representative of one anchor fee and one third party fee With Vodafone as ananchor tenant on the remaining 3500 new BTS Sites the Group has a total of 9500 contracted and ldquowhitespotrdquo tenancies comprising 3500 contracted tenancies and 6000 ldquowhite spotrdquo tenancies The Group is alsoVodafonersquos preferred supplier for additional BTS Sites over and above those required pursuant to the VodafoneBTS Commitment In addition the Group believes that its high quality portfolio attractive Site locations and26 market share positions it strongly to compete for a significant portion of the approximately31000 uncontracted PoPs (which Vantage Towers refers to as tenancies) in the market which includeapproximately 19000 additional PoPs from coverage obligations and densification needs and approximately12000 additional PoPs over the next 10 years from 1amp1 Drillisch (Source Analysys Mason) driven bycoverage requirements See ldquo1541 Germanyrdquo for more information on the drivers of demand within theGerman telecommunications market

The Company believes that the low average tenancy ratio on its Macro Sites in Germany provides strongcolocation potential to secure additional tenancies Vantage Towers is also focused on improving the tenancyratio on its RTTs in Germany to capture the sharing potential of these Sites Historically there were strategiccontractual and technical barriers to doing this However the Company believes that this is changing andMNOs in Germany are prepared to share RTTs In order to improve its RTT tenancy ratio the Group intends torenegotiate the contractual terms of its RTT leases where necessary with its landlords with the goal ofremoving the contractual barriers to colocation Vantage Towers also expects to achieve this strategy throughland purchases and RoU arrangements as part of its ground lease optimization program As of September 302020 the Group had the potential to add tenants to approximately 80 of its German RTTs under the terms ofthe applicable leases Additional tenancies on approximately 67 of the Grouprsquos German RTTs wereconditional on landlord approval that the Group can secure through lease renegotiation or land acquisition Onthe technical side the Group has demonstrated its ability to add tenancies to RTTs in other markets such as

170

Spain and Romania and it is confident that it can do so in Germany while complying with applicable EMFregulations

In addition as discussed under ldquo16332 Ambitious Organic Growth Strategy for Anchor and OtherTenanciesrdquo the Company believes there are significant growth opportunities in Germany by expanding its non-MNO customer base and providing fiber backhaul solutions

1642 Spain

Vantage Towers is the second largest telecommunications tower company in Spain by number of Sites(Source Company Market Position Assessment) Spain is the Grouprsquos second largest market comprising 19of the Grouprsquos Macro Sites and 23 of the Grouprsquos tenancies in its Consolidated Markets as of December 312020

The Grouprsquos Site portfolio in Spain is well-balanced has capacity for colocation and has moderate overlapwith the Site portfolios of its competitors The Grouprsquos portfolio of Spanish Sites comprised approximately8800 Macro Sites consisting of approximately 4100 GBTs and 4700 RTTs as of December 31 2020 As ofDecember 31 2020 the Sites were located in both rural and urban areas and had similar tenancy ratios(175x for GBTs and 162x for RTTs) due to a well-established Site sharing model in Spain compared to othermarkets The Grouprsquos overall tenancy ratio in Spain was 168x as of December 31 2020 The tenancy ratio was141x excluding active sharing tenancies demonstrating substantial colocation and upgrade potential VantageTowers Spainrsquos DAS Sites include Sites located in high-footfall venues that may be attractive to MNOs otherthan Vodafone Vantage Towers has a large share of Sites in Spainrsquos major cities positioning it to captureadditional tenancies from MNOs that need to densify their networks to increase the amount of availablecapacity in these areas As of December 31 2020 approximately 32 of the Grouprsquos Macro Sites in urbanareas did not have a competing Site within 150 meters and approximately 20 of its Macro Sites in rural areasdid not have a competing Site within one kilometer

Spain provides the Group with the opportunity for de-risked growth from new network sharing tenancieswith margin upside from Site decommissioning and ground lease optimization The Company believes that it iswell-positioned to secure a portion of the approximately 12000 additional tenancies expected to be required inSpain between the twelve months ended March 31 2020 and the twelve months ending March 31 2030 Of theapproximately 3400 tenancies which are currently contracted the Active Sharing Arrangements on the GrouprsquosSites and the Vodafone BTS Commitment mean that the Group has secured approximately 1100 tenanciesWith a 24 market share based on number of Sites the Company believes that it can effectively compete forthe approximately 8600 uncommitted tenancies (Source Company Market Position Assessment)

The Grouprsquos tenancy ratio in Spain includes tenancies from Active Sharing Arrangements betweenVodafone and Orange meaning that Vantage Towers is a critical infrastructure provider to MNOs with morethan 50 of the market share based on the number of total subscribers (Source Fitch Solutions) In 2019Vodafone and Orange agreed to expand their existing Active Sharing Arrangement to all municipalities withfewer than 175000 inhabitants including equipment supporting 2G 3G 4G and 5G networks Pursuant tothese arrangements each MNO will become an anchor tenant on Sites in red (Vodafone) or orange (Orange)zones of the country and the other MNO will remove its Active Equipment from such Sites with the anchortenant then sharing its Active Equipment The arrangements also designate an exclusion zone comprising citieswith over 175000 inhabitants in which Sites will not be actively shared In connection with thesearrangements Vantage Towers receives fees based on the application of a single portfolio fee to all VantageTowers Sites as opposed to the per Site pricing arrangements used in almost all of the other ConsolidatedMarkets Vantage Towers also receives an active sharing premium on relevant Sites Under this portfolio feestructure one overall fee is charged for all Sites The fee enables a certain number of Sites to bedecommissioned pursuant to Active Sharing Arrangements within the relevant market with no impact onrevenues Vantage Towers believes that it is a natural partner for its anchor tenantsrsquo active tenancy requirementsin the red (Vodafone) zone The Company is also targeting additional tenancies in the exclusion zone where itsSites are well placed to capture demand from densification from other MNOs due to being positioned inattractive locations in urban areas

While Vantage Towers is decommissioning approximately 900 Sites in Spain the Company expects anoffsetting increase of more than 1900 tenancies upon the full implementation of the arrangements resulting inaround 1000 net secured tenancies and an overall increase in revenue over the medium term Vodafone willpay the costs of the Site decommissionings related to the Active Sharing Arrangements Coupled with theground lease optimization program which is being piloted in Spain the Site decommissionings are expected todecrease the Grouprsquos ground lease costs in Spain resulting in higher profit margins

171

In addition as part of the Vodafone BTS Commitment Vodafone has agreed to contract for approximately150 new Macro Sites from Vantage Towers by March 31 2026 resulting in total secured tenancies ofapproximately 1100 when combined with the tenancies secured through the Active Sharing Arrangementbetween Vodafone and Orange Beyond the Vodafone BTS Commitment the Company expects further new Siterequests from Vodafone driven by future coverage obligation and the Grouprsquos preferred supplier status

Alongside its opportunities with existing and new MNO customers the Group is targeting an expansion ofits non-MNO customer base The Vantage Towers commercial team is exploring expansion opportunities withthese customers supported by public tenders to develop PPDR networks in Spainrsquos regions such as the tenderissued by the government of Andalusia promoting the implementation of a Digital Emergency network in theregion See ldquo1534 Demand from Non-MNO Customersrdquo and ldquo1542 Spainrdquo for more information on Spanishtelecommunications market dynamics

1643 Greece

Vantage Towers Greece is the largest telecommunications tower company in Greece by number of Sites(Source Company Market Position Assessment) Greece is the Grouprsquos third largest market comprising 11 ofthe Grouprsquos Macro Sites and 12 of the Grouprsquos tenancies in its Consolidated Markets as of December 312020

The Grouprsquos portfolio is comprised of approximately 4800 Macro Sites as of December 31 2020consisting of approximately 2000 GBTs and 2800 RTTs The majority of the Grouprsquos Macro Sites in Greeceare located in urban and suburban areas As of December 31 2020 the Group had a tenancy ratio of 164x onits Macro Sites driven by its GBTs which had a tenancy ratio of 202x The Grouprsquos RTTs in Greece had atenancy ratio of 137x as of the same date which combined with the fact that the tenancy ratio on its GreekGBTs was 113x when active sharing tenancies were excluded affords potential for future colocations andupgrades across the portfolio The Grouprsquos Sites in Greece also have highly attractive locations based on theGrouprsquos co-tenancy analysis As of December 31 2020 approximately 89 of the Grouprsquos Macro Sites inurban areas did not have a competing Site within 150 meters and almost 74 of its Macro Sites in rural areasdid not have a competing Site with one kilometer

Vantage Towers Greece was acquired on December 22 2020 following the contribution into it of theshares in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo The company is owned 62 by VantageTowers and 38 by Crystal Almond An option to purchase the remaining 38 of Vantage Towers Greece wastriggered on February 24 2021 with the acquisition expected to complete seven calendar days after AdmissionIn conjunction with the combination Vodafone Greece and Wind Hellas committed to new long-term MSAseach with an initial term of eight years and three further eight-year renewal periods on materially the sameterms

Greece offers the Group de-risked growth from the Active Sharing Arrangement between Vodafone Greeceand Wind Hellas which is underpinned by committed demand from these two anchor tenants The Companyexpects growth in Greece to be driven by growing coverage requirements and densification needs VodafoneGreece and Wind Hellas have a 2G and 3G as well as a separate 4G Active Sharing Arrangement in Greececovering rural areas and some urban Sites that was fully implemented in 2020 making Vantage Towers Greecea critical infrastructure provider to two of the three MNOs in the market Under the MSAs Vantage TowersGreece will be the preferred supplier of new towers for Vodafone Greece and Wind Hellas each of which hasagreed to commit as an anchor tenant on 250 new BTS Sites (500 in total) to be built by Vantage TowersGreece over a five-year period from November 17 2020 As a result of its preferred supplier status theCompany believes that it is well positioned in Greece to capture demand from coverage and quality obligationsacross its Site portfolio In addition the Company is targeting potential margin improvements from upgrades toexisting antennas to allow for greater electromagnetic field capacity expansion of its Micro Site portfolio todrive tenancy growth and relocations by Cosmote from decommissioned rural Sites The Company will alsoexplore its ability to lower ground lease costs in Greece which are significantly above the average cost acrossits consolidated Site portfolio

1644 Other European Markets

The Grouprsquos Other European Markets segment includes its operations in Portugal the Czech RepublicHungary Ireland and Romania The Group ranks second in the market by number of Sites in the CzechRepublic Ireland Portugal and Hungary compared to fourth in Romania (Source Company Market PositionAssessment) Across these markets the Group operated a total of approximately 12700 Macro Sites

172

comprising 28 of the Grouprsquos Macro Sites and 28 of the Grouprsquos tenancies in its Consolidated Markets asof December 31 2020

Across its Other European Markets the Group has well-balanced nationwide Site portfolios withsubstantial physical capacity that are underpinned by low tenancy ratios Of the Grouprsquos Macro Sites in OtherEuropean Markets as of December 31 2020 approximately 5500 were GBTs and approximately 7200 wereRTTs These Sites are primarily located in urban areas with GBTs that have generally have higher tenancyratios (168x compared to 115x for RTTs as of December 31 2020) The Grouprsquos overall tenancy ratio inOther European Markets was 138x principally driven by higher numbers of tenants on GBTs in rural areas

In Portugal approximately 65 of the Grouprsquos Site portfolio and over 75 of urban Sites are fiberizedfollowing a fiber initiative that provides a model for the rest of the Grouprsquos markets The Group provides fiberservices on these Sites reselling wholesale fiber capacity from Vodafone The Group believes that thefiberization of these Sites increases their attractiveness as they are better equipped to roll out 5G

In the Czech Republic and Romania the local Vantage Towers and Vodafone companies have entered intoPortfolio Management Agreements and in Hungary Vantage Towers Hungary and Vodafone Hungary haveentered into a passive infrastructure maintenance services agreement These agreements relate to certain Sitesfor which legal ownership did not transfer to the respective Vantage Towers entities in 2020 as a result ofvarious restrictions concerning landowner consent in the case of the Czech Republic and Hungary andimmovable property registration requirements in the case of Romania The Portfolio Management Agreementsare based on the terms of the corresponding Vodafone MSAs and transfer economic ownership of the Sites toVantage Towers without transferring legal title to the Sites The legal title to the majority of the Sites coveredby the Portfolio Management Agreements is expected to be transferred to Vantage Towers during the first halfof 2023 See ldquo1716 Portfolio Management Agreementsrdquo

In Portugal and Romania Vodafone has entered into Active Sharing Arrangements that are expected tosupport the Grouprsquos revenue and Adjusted EBITDA For further information on these arrangements see ldquo169National Sharing Arrangementsrdquo below

The Group has partly secured future tenancy demand in its Other European Markets segment through itsActive Sharing Arrangements and the Vodafone BTS Commitment Between the twelve months endedMarch 31 2020 and the twelve months ending March 31 2030 coverage obligations densification needs andpotential new entrants are expected to require approximately 20000 incremental tenancies of whichapproximately 4000 have been contracted In Portugal and the Czech Republic a significant portion ofexpected demand is anticipated to come from coverage obligations in particular from road coverage A newentrant is also expected to drive demand in Portugal Through its Active Sharing Arrangements and theapproximately 950 new BTS Sites that Vodafone has committed to contract for as part of the Vodafone BTSCommitment the Group has secured approximately 1700 tenancies net of decommissionings related to theActive Sharing Arrangements across its Other European Markets In Other European Markets the Group is alsoable to construct Sites at an average build cost per Site that is significantly lower than its other geographiesand the yearly cost of the roll out of Sites as part of the Vodafone BTS Commitment is expects to decreasethrough the commitment period The Company intends to leverage the strategic location of its Sites and itsmarket positions in the countries comprising its Other European Markets segment to capture a portion of theremaining approximately 16000 tenancies that is equivalent to its market share

1645 INWIT

In Italy the Group owns a 332 shareholding in INWIT Italyrsquos largest telecommunications towercompany (Source Company Market Position Assessment) INWIT provides Passive Infrastructure dedicated tohosting radio transmission equipment telecommunications and the broadcasting of television signals and radioAs of September 30 2020 INWIT managed 22100 Macro Sites on which it had 41000 tenancies andmaintained a tenancy ratio of 185x compared to 22100 40500 and 180x respectively as of March 31 2020and 11200 21800 and 195x respectively as of December 31 2019

On November 5 2020 INWIT publicly announced a revised dividend policy based on a dividend pershare of EUR 030 to be paid in 2021 following the approval of INWITrsquos financial statements for the twelvemonths ended December 31 2020 and an annual 75 increase in dividend per share in the following years ofits three-year plan (2021 to 2023) broadly in line with its forecasted business growth For further informationon the public disclosures of INWIT see ldquo27 INWIT Public Disclosurerdquo

INWIT has operated as a stand-alone tower company since it was carved out of Telecom Italia inMarch 2015 In March 2020 Vodafone contributed its tower portfolio in Italy to INWIT in return for a 375

173

shareholding in INWIT which it later sold down to 332 As part of this transaction Vodafone entered into ashareholders agreement with Telecom Italia providing it with co-control over INWIT On November 19 2020Vodafone contributed its 332 shareholding in INWIT to CTHC and CTHC acceded to the shareholdersrsquoagreement between Vodafone and Telecom Italia For a description of the shareholdersrsquo agreement seeldquo16211 INWIT Shareholdersrsquo Agreementrdquo Vantage Towers and INWIT also share best practices to ensure theyobtain the full benefits of their partnership

In conjunction with the merger Vodafone Italy and Telecom Italia each committed to a new MSA withINWIT which had initial terms of eight years with eight-year renewal periods Under these MSAs INWIT isthe preferred supplier of new towers for Vodafone Italy and Telecom Italia Vodafone Italy and Telecom Italiacommitted to add additional tenancies on INWITrsquos towers over the four years following the mergerFurthermore to facilitate the effective roll out of 5G technology Vodafone Italy and Telecom Italia have eachcommitted as anchor tenants on 2400 Macro Sites to be constructed by INWIT INWIT is targeting thedeployment of these by the end of 2026

Between 2020 and 2026 INWITrsquos new tenancies are expected to be split almost evenly between tenanciesfrom its anchor tenants and those from other customers As of September 30 2020 INWIT had approximately12800 committed new tenancies from Vodafone and Telecom Italia derived from approximately 7900committed new tenancies on existing Sites and approximately 4800 committed new tenancies on approximately2400 committed BTS Sites INWIT expects to add between approximately 12000 and approximately 15000new tenancies from other customers during this period with approximately 8000 to approximately 10000added during between 2020 and 2023 and the remaining approximately 4000 to approximately 5000 addedbetween 2023 and 2026

INWIT is also in the process of setting up a network of DAS Sites that is expected to provide high qualitycoverage in densely populated urban areas like some of Italyrsquos historic centers and other public areas as well asin large enclosed areas like shopping malls concert halls sporting venues and hospitals INWIT is currentlypiloting Small Cells in the main Italian cities with Telecom Italia As of September 30 2020 INWIT estimatedthat it would install approximately 33000 Micro Sites by 2026 (compared to approximately 3400 as ofSeptember 30 2020) split between approximately 24000 DAS and Small Cell Sites and approximately 9000repeater Sites INWIT expects to add approximately 8000 DAS and Small Cell Sites between 2020 and 2023and a further approximately 16000 between 2024 and 2026 The remainder during both periods are expected tobe repeater Sites

In addition to the interconnectedness and quality of the infrastructure the key factors supporting INWITrsquoscompetitive positioning are

bull established relationships with the main MNOs in Italy that recognize the importance of the servicesoffered by INWIT within their own value chains

bull visibility of revenues and significant generation of cash flow guaranteed by long-term contracts thatare renewable upon expiration and characterized by a high renewal rate

bull contracts protected against inflation and

bull technical and managerial know-how through personnel with experience gained over years withinTelecom Italia and Vodafone

INWIT also benefits from a long-term passive and active sharing arrangement between Vodafone andTelecom Italia with active sharing in areas with less than 100000 inhabitants

For information on the Italian telecommunications market see ldquo1549 Italyrdquo

1646 Cornerstone

In the United Kingdom the Group owns a 50 shareholding in Cornerstone which is the largesttelecommunications tower company in the market by number of Macro Sites (Source Company MarketPosition Assessment) operating approximately 14200 Macro Sites as of December 31 2020 The remaining50 shareholding is owned by Telefoacutenica UK Vodafone UK and Telefoacutenica UK are Cornerstonersquos anchortenants and the two MNOs have a network sharing partnership in the United Kingdom providing for nationwidecoverage outside of urban areas making Cornerstone a critical infrastructure provider to two of the UnitedKingdomrsquos leading MNOs by number of mobile subscribers (Source Fitch Solutions) Cornerstone FinancialInformation see ldquo28 Cornerstone Financial Informationrdquo and ldquo10 Unaudited Pro Forma FinancialInformationrdquo For Cornerstonersquos financial outlook see ldquo27 Outlookrdquo

174

Cornerstone operates approximately 14200 Macro Sites of which approximately 3800 are StreetworksCornerstone also provides management services to Vodafone UK and Telefoacutenica UK on approximately 5100third-party Sites where their Active Equipment is deployed As of December 31 2020 77 of CornerstonersquosMacro Sites were GBTs and the remaining 23 were RTTs The tenancy ratio on Cornerstonersquos Macro Siteswas 201x as of the same date with the Macro Sites having sizeable colocation capacity due to significantactive sharing between the anchor tenants The blended average anchor fee on Cornerstonersquos Macro Sites isapproximately GBP 17000 Cornerstonersquos Macro Site portfolio is almost equally split between London urbanand rural areas with Macro Sites deployed nationwide in locations that offer optimal coverage In London andother urban areas 80 of Macro Sites are in attractive locations (ie located at least 150 meters fromcompetitors) The Company expects MNOs to focus on the deployment of 5G technology in these areas in thenear term

In conjunction with the contribution of Vodafonersquos UK shareholding to CTHC each of Vodafone UK andTelefoacutenica UK entered into a new long-term MSA with Cornerstone effective January 1 2021 on materiallyconsistent terms For a description of the MSA between Cornerstone and Vodafone UK see ldquo1713 MSAbetween Cornerstone and Vodafone UKrdquo

Cornerstone is expected to benefit from lower ground lease costs in future years as renegotiations occurunder the ECC Under the code ground lease rental fees which have historically been relatively high in theUnited Kingdom are determined based on the market value of the land for non-telecommunications purposesthereby reducing rents where Sites have low non-telecommunications market values The ECC is intended tolower the network operating and roll out costs of MNOs so as to enable broader cost effective 5G coverageacross the United Kingdom Approximately 65 of Cornerstonersquos portfolio of Sites is eligible for renegotiationunder the ECC The MSAs provide that Cornerstone will retain 30 of the net savings affording additionalcapital to further the roll out of next-generation digital networks in the United Kingdom The Company expectsthat the ECC will also enable Cornerstone to speed up and simplify the roll out of new Macro Sites

Vodafone UK and Telefoacutenica UK have committed to contract for the construction of approximately 1200new Macro Sites by the twelve months ending March 31 2025 and approximately 1950 new passive tenancieson existing Sites operated by Cornerstone by the twelve months ending March 31 2024 in order to facilitatethe effective roll out of 5G technology and meet coverage obligations Approximately 950 of these Macro Sitesand all of the new passive tenancies are expected to result from changes made to the existing Active SharingArrangements between Vodafone UK and Telefoacutenica UK pursuant to which the MNOs will unwind activesharing in London and replace the related active sharing tenancies with physical tenancies In total theCompany expects Cornerstone to have up to 3550 new passive tenancies by the twelve months endingMarch 31 2025 under these commitments

Given the quality and coverage of its infrastructure the Company believes that Cornerstone is well-placedto capture a significant portion of the additional market tenancies required for densification and coverage in theUnited Kingdom Between the 12 months ended March 31 2020 and the 12 months ending March 31 2030the Company expects approximately 12000 new tenancies in the United Kingdom The Company furtherexpects that the ECC will enable Cornerstone to increase the speed and simplify the roll out of new MacroSites See ldquo15410 United Kingdomrdquo for information on the UK telecommunications market

165 The Grouprsquos Site Portfolio

The Group operates a network of approximately 82000 Macro Sites and approximately 7100 Micro Sitesthrough controlling interests in operations in Germany Spain Greece Portugal the Czech Republic RomaniaHungary and Ireland and co-controlling interests in tower infrastructure operators in Italy and the UnitedKingdom The Grouprsquos Sites were selectively built to meet densification and population coverage requirementsand are generally located in areas that are strategic for MNOs

1651 Description of the Grouprsquos Sites

The Grouprsquos Sites are critical for its customers and are low complexity assets with limited capitalexpenditure requirements The Grouprsquos Sites comprise Passive Infrastructure Active Equipment backhaulingsystems and the land on which the infrastructure is located The Group owns manages and operates a fullPassive Infrastructure offering while the Active Equipment on the Site belongs to the Grouprsquos MNO and non-MNO customers Backhauling at the Grouprsquos Sites was generally owned by the Grouprsquos customers at the timeof the Reorganization however going forward the Group intends to expand into building and wholesaling fiberbackhauling on new Sites The Group leases the vast majority of the land on which its Sites are located

175

Passive Infrastructure is an installation comprising a set of different elements located at a Site and used toprovide support to the Active Equipment Passive Infrastructure includes inter alia

bull vertical support structures including masts towers tower foundations substructures and antennasupports (excluding bracketry) civil infrastructure (including steelworks) and related works

bull storage surfaces or shelters

bull access surveillance and security systems safety installations and protective devices

bull cable ducts (including fiber ducts but excluding the fiber inside the ducts) and cable trays

bull power equipment including meters rectifiers permanent power generators (including solar andwind) back-up diesel generators power stations and their batteries and distribution boards and allenergy connectivity cables relating to such equipment

bull cooling and air conditioning equipment

bull units which carry Long-Term Mobile Sites and associated Passive Infrastructure and

bull active or passive DAS used on Macro Sites or in public areas

Vertical support structures for the antennas vary according to the height and technical characteristicsrequired by customersrsquo Active Equipment Vertical support structures typically consist of the following

bull poles which are lower than 12 meters tall

bull towers which are between 12 and 36 meters tall

bull pylons which are between 20 and 40 meters tall

bull masts (lattice structures in an equilateral triangular pattern guyed typically with resistant steel guywires at different levels (ldquoGuyed Towersrdquo)) the height of which varies according to the specifictechnical requirements and

bull special solutions of varying height used to camouflage the antenna system and reduce its visualenvironmental impact

Active Equipment includes the customersrsquo equipment used to receive and transmit the signal of radiomobile and wireless networks including RAN equipment radio frequency and microwave antennae andtelecommunications electronics Backhauling systems connect the Sites and controllers of the mobile accessnetwork The amount of Active Equipment that a Site can accommodate varies depending on factors such asthe location and design of the Site the height of the tower and the wind load weight and positioning of suchantennae The standard configuration for space provided to customers at a Site is defined in terms of (i) floorspace occupied on the Site (ii) weight of remote radio units (iii) antenna positions and antenna size(iv) microwave dish diameter (v) power consumption and (vi) EMF output The amount of Active Equipmentthat may be hosted at a Site also depends on the specifics of the customerrsquos equipment including the numbersize and type of cellular radio and microwave antennae The capacity of a single tower can be increased by Sitemodifications such as tower strengthening and height extensions and by adding further antenna mounting poles

176

The Group is responsible for passive Site construction upgrade and maintenance and for energymanagement services in respect of both the Passive Infrastructure and the Active Equipment The followingdiagram illustrates the Passive and Active Equipment typically located on a Macro Site

Notes(1) Existing fiber to the Site retained by the MNO If fiber-to-the-Site deployment is undertaken by Vantage Towers in the future it will be

owned by Vantage Towers(2) Only owned by Vantage Towers where they have been transferred to the Group as there are some Sites on which Vodafone has

retained ownership

1652 Site Portfolio

As of December 31 2020 the Group had approximately 89100 Sites consisting of approximately82000 Macro Sites and approximately 7100 Micro Sites in its Consolidated Markets and co-controlled jointventures in Italy and the United Kingdom The Group had 47200 Sites across its Consolidated Marketsconsisting of approximately 45700 Macro Sites and 1500 Micro Sites The Macro Sites comprisedapproximately 16000 GBTs 29400 RTTs and 300 Long-Term Mobile Sites The Group is one of the mostgeographically diversified mobile telecommunications tower infrastructure operators in Europe(Source Company Market Position Assessment) The Company believes that the diversity of its Siteportfolio underpins its flexibility to pursue growth opportunities in non-core segments Going forwardexpanding and evolving its portfolio will be at the heart of the Grouprsquos strategy

The Grouprsquos Sites are strategically located across its markets with a strong presence in urban areas As ofDecember 31 2020 37 (37 as of March 31 2020) of Vantage Towersrsquo Sites in its Consolidated Marketswere located in urban areas 18 (19 as of March 31 2020) in sub-urban areas and 44 (44 as ofMarch 31 2020) in rural areas

177

The following table sets out a breakdown of the Grouprsquos Macro Site portfolio by geo-type as ofDecember 31 2020

Number of Macro Sites as of Dec 31 2020Urban(1) Suburban(2) Rural(3)

(lsquo000)Markets by SegmentGermany 61 30 103Spain 27 19 43Greece(4) 17 12 19Other European MarketsPortugal 30 04 00Czech Republic 14 13 12Romania 10 02 11Hungary 07 03 09Ireland 04 03 05

Co-Controlled Joint VenturesItaly(5) NA NA NAUnited Kingdom(6) 23 41 77

Notes

(1) ldquoUrban areasrdquo are defined as areas with more than 100000 inhabitants in Germany Spain and Hungary more than 50000inhabitants in the Czech Republic more than 25000 inhabitants in Romania more than 20000 inhabitants in Ireland and morethan 12000 inhabitants in Portugal In Greece ldquourban areasrdquo are defined as Athens and Thessaloniki Cornerstone categorizesMacro Sites into ldquoLondonrdquo ldquourbanrdquo and ldquoruralrdquo categories ldquoLondonrdquo comprises the City of London and the Greater Londonregion

(2) ldquoSuburban areasrdquo are defined as areas with between 35000 and 100000 inhabitants in Germany between 25000 and 100000inhabitants in Spain between 20000 and 100000 inhabitants in Hungary between 3500 and 12000 inhabitants in Portugalbetween 2000 and 50000 inhabitants in the Czech Republic between 10000 and 25000 inhabitants in Romania and between2000 and 20000 inhabitants in Ireland In Greece ldquosuburban areasrdquo are defined as all cities other than Athens and ThessalonikiCornerstone does not have a ldquosuburbanrdquo geo-type Cornerstone categorizes Macro Sites into ldquoLondonrdquo ldquourbanrdquo and ldquoruralrdquocategories ldquoSuburban areasrdquo are defined as those areas outside of London (as defined above) with over 30000 inhabitants

(3) ldquoRural areasrdquo are defined as areas with less than 35000 inhabitants in Germany less than 25000 inhabitants in Spain less than20000 inhabitants in Hungary less than 10000 inhabitants in Romania less than 3500 inhabitants in Portugal and less than2000 inhabitants in Ireland and the Czech Republic In Greece ldquorural areasrdquo are defined as all areas other than urban orsuburban areas Cornerstone categorizes Macro Sites into ldquoLondonrdquo ldquourbanrdquo and ldquoruralrdquo categories ldquoRural areasrdquo are defined asthose areas outside of London with less than 30000 inhabitants

(4) Reflects Vantage Towers Greece the combined towers businesses of Vodafone and Wind Hellas on a fully consolidated basis Seeldquo3 Reorganizationrdquo

(5) Reflects 100 of INWITrsquos Macro Sites INWIT does not disclose the geo-type of its Sites


In addition the Grouprsquos Macro Sites have attractive locations that underpin their colocation potential witha significant number of the Grouprsquos Macro Sites being without a nearby competitor The Group uses a processreferred to as ldquoco-tenancyrdquo analysis based on the geographical location of its Sites to predict theldquoattractivenessrdquo of these Sites This analysis maps MNO tenancy needs against the locations of VantageTowersrsquo and its competitorsrsquo Sites This process then identifies attractive Sites based on their proximity tocompetitorsrsquo Sites As of March 31 2020 57 of the Grouprsquos Macro Sites in urban areas excluding those inHungary and Romania were located at least 150 meters from Sites operated by the Grouprsquos competitors 29of suburban Macro Sites and 38 of rural Macro Sites were located at least 600 meters and one kilometerrespectively from Sites operated by the Grouprsquos competitors as of the same date In the case of rural Sitesthere is no alternative infrastructure within 1 kilometer of the Grouprsquos Sites From a commercial perspectivethis means that the Grouprsquos Sites are attractive to MNOs seeking to co-locate as they densify their networks ortarget improvements in rural coverage as well as for new entrants looking to roll out their networks

1653 Types of Sites

The Group operates a high-quality Site portfolio that can be divided into two main categories of SitesMacro Sites and Micro Sites Virtually all of the Grouprsquos Sites are telecommunications Sites with the Grouphaving minimal exposure to broadcasting or other activities

Macro Sites are GBTs (which include Streetworks in the United Kingdom) RTTs or Long-Term MobileSites that contain vertical and non-vertical Passive Infrastructure Macro Sites include transmission Sites which

178

are Sites designed to aggregate backhaul traffic Typically transmission Sites host a high number of microwaveantennas and are connected to the backhaul network through fiber or a high capacity microwave link

bull Ground based towers (GBTs) are towers erected on the ground that are suitable to host PassiveInfrastructure This type of tower is typically located in rural or suburban areas but they may also belocated in urban areas They are usually stronger and more wind-resistant than other types of SitesThe number of antennae that GBTs can accommodate varies depending on the design of the tower itsheight and the wind load weight and positioning of such antennae However generally GBTs havegreater potential to host customers due to greater tower loading space and EMF capacity compared toRTTs GBTs also have space to accommodate transmission equipment in hubs and typically lessground lease restrictions on sharing infrastructure than RTTs GBTs include Streetworks which arecompact and visually discreet monopole masts that are used to provide infill coverage increasedcapacity or general coverage in urban areas as an alternative to RTTs

bull Rooftop Towers (RTTs) are antenna structures including tripods masts installed on faccedilades andGuyed Towers located on various types of buildings or constructions typically on the roof andorroofing pavement RTTs are used especially in densely populated urban and suburban areas takingadvantage of the reduced visualenvironmental impact of the Site and optimizing the occupied spaceRTTs are easier to deploy and have a shorter mast given the height of the building or construction onwhich they are located There are typically higher constraints on sharing infrastructure on RTTs dueto wind load space and EMF constraints however these constraints can be mitigated to increasesharing potential through the addition of new masts increasing the demise on the ground orrenegotiating lease agreements with landlords

bull Long-Term Mobile Sites are transportable Passive Infrastructure units with a vertical element capableof hosting Active Equipment These can be used by Vantage towers to deliver a hosting service whilea new Site is developed or to provide a more long-term hosting solution

Micro Sites are primarily DASindoor Small Cells and outdoor Small Cells as well as a de minimisnumber of outdoor repeaters The majority of the Micro Site portfolio (including INWIT and Cornerstone) islocated in Italy reflecting INWITrsquos focused approach to developing its Micro Site portfolio

bull DASIndoor Small Cells DAS Sites are Sites in a public area that contain DAS wholly owned byVantage Towers DAS consists of a network of spatially distributed antennas connected to a commonsignal source that guarantees the wireless coverage in a specific location typically indoors The signalsource can be generated by an on-site 2G base station or 3G4G5G node or captured off-air via anantenna from a nearby Macro Site and then amplified by an indoor repeater Depending on how thesignal is distributed to the antennas through passive elements and radio frequency cables only andorthrough active elements and optical fiber DAS can be passive active or hybrid DAS arepredominantly located in high footfall areas Similarly indoor Small Cells are low-powered radioaccess nodes typically used to complement macro cells to provide indoor coverage andor capacityIndoor Small Cells are better suited to smaller or lower footfall venues Both DAS and indoor SmallCells are strategically deployed in public areas (eg airports shopping malls stadiums tunnelsoffice buildings stores) to guarantee a strong and high quality of signal indoors

bull Outdoor Small Cell Sites and Outdoor Repeaters Outdoor Small Cell Sites are Sites that containvertical Passive Infrastructure that hosts MNO outdoor Small Cell active radio and transmissionequipment to serve outdoor areas typically in an urban area which cannot be served by or is difficultto serve with Macro Sites Outdoor repeaters are often used in rural environments to providecoverage in a more economic way than by using Macro Sites They contain vertical PassiveInfrastructure that hosts MNO repeater equipment being Active Equipment that receives signalsthrough a donor antenna and retransmits them to extend the signals over longer distances or aroundobstructions

The majority of existing Micro Sites in the Grouprsquos portfolio are outdoor Small Cells and public DASSites Going forward the Company expects the number of its Micro Sites to grow as densification andcoverage needs increase to meet 5G demand As of December 31 2020 79 of the Grouprsquos Micro Sites(excluding Italy and the United Kingdom) were DAS Sites and 16 (excluding Italy and the United Kingdom)were Small Cell Sites

As of December 31 2020 the Group INWIT (as of September 30 2020) and Cornerstone had a total ofapproximately 7100 Micro Sites of which approximately 6 of were located in Germany 6 were located inSpain 6 were located in Greece and 5 were located in Other European Markets 59 were located in Italy

179

and 18 were located in United Kingdom The Group had an average micro tenancy ratio of 135x on MicroSites across its Consolidated Markets as of December 31 2020

166 Services

The Grouprsquos principal business is building and operating telecommunications Sites in order to providespace energy management and related services to customers that in turn provide mobile voice and dataservices to end-users or other businesses The Group also offers comprehensive Site-related operationalservices including Site preparation construction modification maintenance and security services and islooking at providing new services including fiber backhaul solutions Other than in Greece the Group alsooffers optional EMF services and energy management services In Greece the Group offers optional energy-related services (including the provision of temperature regulation services battery back-up capacity and dieselgenerator capacity) The Group provides space on its Sites under a combination of long-term contractualarrangements (eg MSAs framework agreements) and ISAs The long-term contractual arrangements set outthe framework of principal commercial terms that govern the provision of Site space The ISAs are separateand individual agreements (incorporating the provisions of the MSA) that govern the services provided by theGroup on each relevant Site and include Site-specific information (eg location and equipment details)

The primary categories of services that the Group provides are

bull Hosting services The Group offers space on its Passive Infrastructure to customers so that they mayinstall their Active Equipment on the Grouprsquos Sites These spaces include vertical PassiveInfrastructure shelters and rooms to house customersrsquo receiving and transmitting equipment as wellas electric power and connection cables for the connection between customer equipment andantennas The Vodafone MSAs provide for certain parameters to measure the level of service suppliedby the Group and related service credits

bull Electromagnetic field (EMF) management services The Group will facilitate EMF managementservices to ensure that the Site can accommodate standard configuration EMF levels In mostEuropean markets it is typically the responsibility of the MNO to ensure that the EMF utilization oftheir Active Equipment is in line with allocated capacity In Germany Vantage Towers must ensurethere is sufficient EMF capacity for multi-tenant Sites In Greece the Group does not provide EMFmanagement services

bull Built-to-suit (BTS) services The Group also offers the Vodafone Group BTS services relating tothe new build of Sites including design planning electromagnetic emissions analysis acquisitionauthorization and construction according to specific requirements requested by the customer (eglocation tower height) The Group offers technical engineering and administrative financial servicesnecessary to launch a new Site including search and selection of Sites for the Vodafone Group anddetermination of the optimal solution lease contract negotiation and execution with the propertyowner construction planning including technical advice feasibility analysis and final designsconstruction permits management civil works execution and formal and administrative review of thecreation of new Sites The Group has an industrial approach to deploying BTS Sites that is based on ablueprint that provides for efficient deployment to meet time and cost constraints It uses astandardized Site build approach across all of its markets and partners with several PassiveInfrastructure deployment companies in each market The Group then places bulk orders which giveits partners visibility on the Grouprsquos requirements allowing them to ramp up their delivery capabilitiesaccordingly and benefit from scale The overall process to build a new BTS Sites takes between sixand 24 months depending on the market Pursuant to the Vodafone MSAs in the event that theVodafone Group requires a new Site the Group has a right of first offer

bull Other services The Group provides other services to its customers including OampM services andSite modification services OampM services may include (i) reactive maintenance to address anyincidents involving Passive Infrastructure (ii) planned maintenance to maintain the quality andperformance standards of the Passive Infrastructure (iii) general Site maintenance and environmentalmanagement to guarantee Site accessibility and safety (eg maintenance of green spaces pestcontrol etc) (iv) Site access management (v) operational incident management (vi) energymanagement services for Active Equipment (other than in Greece) and (vii) security services such assurveillance of the Sites Except in Spain where the Group contracts directly with vendors the Groupoutsources OampM Services to third-party vendors (or in the case of Romania to Vodafone Romania)pursuant to the Long-Term Services Agreements entered into with members of the Vodafone Groupor in the case of Greece with Victus In each jurisdiction other than Spain and Greece each service

180

is provided under the Long-Term Services Agreements until the expiry of relevant agreements atwhich time the Group intends to negotiate stand-alone OampM contracts directly with third-partyproviders The Long-Term Services Agreements ensure operating continuity and guarantee efficientservice by rolling over maintenance agreements between service providers and the Vodafone Groupand utilizing the additional infrastructure provided by the Vodafone Group This allows the Group toevaluate alternatives and decide whether to continue using the current suppliers or to select others towhom these maintenance activities may be assigned See ldquo1715 Long-Term Services AgreementsrdquoThe Group offers Site modification services to its customers including the installation of additionalActive Equipment the upgrade of Sites to meet configuration requirements modifications to PassiveInfrastructure and the performance of minor Site modifications

bull Fiber and backhaul solutions The provision of fiber and backhaul solutions is an area in whichthe Company believes there is potential for it to grow its business The Company intends to offer todeploy fiber at its non-fiberized Sites and provide fiber services directly to its MNO customers so thatthey may connect their Active Equipment to their core network The Group also intends to offer fiberbackhaul services to its customers pursuant to which it will lease fiber owned by other MNOs andthen provide fiber services to its MNO customers

The Group provides its services in line with agreed levels of performance and quality standards in orderfor its customers to maintain preserve and improve their services

167 Customers

The Group hosts many of the largest MNOs in Europe Approximately 95 of the Grouprsquos revenues comefrom MNOs that largely hold investment grade credit ratings The Grouprsquos largest anchor tenant is VodafoneEuropersquos largest MNO by number of mobile subscribers (Source Fitch Solutions) The Group also hasadditional committed long-term contracts in place with other leading European MNOs (Source FitchSolutions) in each of its markets and has relationships with non-MNOs As of the date of this Prospectus theGrouprsquos existing customer agreements include the Vodafone MSAs and agreements with other MNOs and non-MNOs

1671 The Vodafone Group

The Group provides Site-related services to Vodafone Operators pursuant to the Vodafone MSAs Seeldquo1712 Vodafone MSAsrdquo

1672 Other MNOs

In addition to the Vodafone Group including through INWIT and Cornerstone the Group has long-termcontracts in place with many of the largest MNOs in Europe based on their number of mobile subscribers(Source Fitch Solutions) As of December 31 2020 these MNOs accounted for 27 of the Grouprsquos tenanciesand included Orange Deutsche Telekom Wind Hellas and NOS all of which are also anchor tenants of theGroup except Deutsche Telecom In total the Group manages relationships with over 30 local MNOs across itsmarkets INWIT also has a long-term contract with Telecom Italia and Cornerstone has a long term contractwith Telefoacutenica UK

The MSAs framework agreements and other similar contractual arrangements between the Group and itsother customers contain the commercial terms governing the Grouprsquos provision of Site space and PassiveInfrastructure services The Group seeks to negotiate stable long-term contracts that include certain contractualparameters The resulting MSAs safeguard the Grouprsquos long-term strategy and enable the Group to providecustomers with the desired quality of service with suitable protections at a cost to the customer that is lowerthan the cost of providing the services itself The Grouprsquos contracts with other MNOs have a typical duration ofeight years and the majority include automatic rollover or extension clauses that are either long term or withoutlimitation The annual payments vary depending upon numerous factors such as the number of Sites related tothe contracts Site location and classification (including height) the configuration of equipment on the Site andground space required by the customer

The Group believes that its other MNO customer base reflects the quality of its Passive InfrastructureMNOs are strong customers for tower companies and in the case of the Grouprsquos key MNO customers each ispositioned in the top tier of its respective markets The following table sets out the Grouprsquos key MNOrelationships and the key relationships of its co-controlled joint ventures INWIT and Cornerstone

181

Key MNOs

Markets by Segment

Germany Deutsche Telekom

Telefoacutenica

Spain

TelefoacutenicaOrange

MASMOVIL

Greece Cosmote

Wind Hellas

Other European Markets

Portugal MEONOS

Czech Republic

T-Mobile CzechRepublicCETIN

Romania

Orange RomaniaTelekom Romania

Digi

Hungary

Magyar TelekomTelenor

Digi

Ireland Three

eir

Co-Controlled Joint Ventures

Italy Telecom Italia

United Kingdom

TelefoacutenicaEE

Three

1673 Non-MNOs

In addition to its MNO customer base the Group also has a diversified non-MNO customer base thatincludes public entities utility providers enterprise customers and other operators holding licenses for fixedwireless access operating PPDR networks utilities networks enterprise networks private networks IoTnetworks and FWA networks The Group is actively developing relationships with new public and privateoperators in each of its markets and is exploring opportunities such as local operators associates to increase itscustomer base For the twelve months ended March 31 2020 and the nine months ended December 31 2020revenue from non-MNOs represented approximately 5 of revenue from customers other than Vodafone TheCompany believes that it will generate significant growth in non-MNO tenancy ratios by bringing new focusand managerial intensity to this segment of the customer base

As of December 31 2020 the Group had approximately 1600 tenancies occupied by a total ofapproximately 400 unique non-MNO customers compared to approximately 1500 tenancies occupied by over300 unique non-MNO customers as of March 31 2020 As of March 31 2020 approximately 66 of thesetenancies were occupied by operators of PPDR networks principally in Germany Spain Portugal Romaniaand Ireland 17 were occupied by FWA network operators principally in Germany the Czech Republic andIreland 3 were operators of utilitiesenterpriseprivate networks mainly in Germany and Spain 01 wereIoT customers primarily in Romania and 9 were other non-MNO customers primarily located in Portugal

182

the Czech Republic and Ireland Germany represents a key non-MNO market particularly as 700MHz bandspectrum allocated for non-MNOs was deployed and 450MHz band spectrum has recently been awarded to theutilities sector As of December 31 2020 approximately 45 of the Grouprsquos non-MNO portfolio was locatedin Germany Similar non-MNO-focused network development initiatives are being implemented in certain ofthe Grouprsquos other markets creating further opportunities for the Group The Company believes that PPDRutility providers with a need for private networks present the best non-MNO opportunities for the Group withkey opportunities identified to grow revenue in Germany and Spain

Agreements with non-MNOs provide for similar services as the agreements with the MNOs (hostingengineering and maintenance) The consideration and duration of these agreements varies according tocustomer need

168 Tenancies

Excluding DASindoor Small Cell Site tenants the Group hosted approximately 63700 tenancies acrossits Consolidated Markets (approximately 133000 tenancies including INWIT and Cornerstone) as ofDecember 31 2020 compared to approximately 62300 tenancies (approximately 131000 including INWITand Cornerstone) as of March 31 2020 Of the Grouprsquos tenancies across its Consolidated Markets as ofDecember 31 2020 approximately 44700 were Vodafone Group tenancies (approximately 44400 as ofMarch 31 2020) and approximately 19000 were tenancies with other customers (approximately 17900 as ofMarch 31 2020)

The Grouprsquos tenancies and tenancy ratios include physical tenancies and active sharing tenancies Aphysical tenancy is when a customer locates its Active Equipment on a Site while an active sharing tenancy iswhen a customer actively shares its Active Equipment on a Site with a counterparty under an active sharingagreement A tenancy that is actively shared between two MNOs equals two tenancies a physical tenancy andan active sharing tenancy

The following table sets out a breakdown of the Grouprsquos tenancies by segment on a market-by-marketbasis as of the dates indicated

March 31 2020(1) December 31 2020Vodafone

Group Other TotalVodafone

Group Other Total(lsquo000 of Tenancies on the Grouprsquos Macro Sites)

Germany 190 38 229 194 40 234Spain 88 53 141 87 61 148Greece(2) 39 39 79 40 40 79Other European MarketsPortugal 34 07 41 35 07 42Czech Republic 38 04 41 38 04 42Romania 22 23 45 22 23 45Hungary 19 07 27 19 08 27Ireland 12 07 19 12 07 19

Total 444 179 623 447 190 637

Notes(1) Tenancy data as of March 31 2020 is presented as if the Reorganization had completed as of that date(2) Reflects Vantage Towers Greece the combined towers businesses of Vodafone and Wind Hellas on a fully consolidated basis See

ldquo3 Reorganizationrdquo

The parameter representing the degree to which Sites are shared is defined as the Grouprsquos tenancy ratiocalculated as the total number of tenancies (including physical tenancies and active sharing tenancies) on theGrouprsquos Macro Sites divided by the total number of Macro Sites As of December 31 2020 the Group had atenancy ratio of 139x compared to 137x as of March 31 2020 The Group has a broad range of tenancy ratiosacross its portfolio with room for growth The following table sets out a breakdown of the Grouprsquos tenancyratios by market as well as the tenancy ratios of INWIT and Cornerstone as of the dates indicated

183

Macro Site GBT Macro Site RTT Blended(1)

Mar 312020(2)

Dec 312020

Mar 312020(2)

Dec 312020

Mar 312020(2)

Dec 312020

(x)Markets by SegmentGermany 182 182 102 103 120 121Spain 166 175 154 162 160 168Greece(3) 200 202 133 137 161 164Other EuropeanMarketsPortugal 137 138 103 103 121 122Czech Republic 132 132 102 101 109 109Romania 215 216 184 184 201 201Hungary 179 185 111 111 138 141Ireland 201 203 107 108 154 155

Total Other EuropeanMarkets 167 168 115 115 138 138Total ConsolidatedMarkets 175 178 117 119 137 139Co-Controlled JointVenturesItaly(4) NA NA NA NA 180 185(6)United Kingdom(5) 205 205 186 186 201 201

Notes

(1) The blended Macro Site GBT (including Streetworks in the United Kingdom) Macro Site RTT and Long-Term Mobile Site ratios



(4) Reflects 100 of INWITrsquos tenancies on Macro Sites Figures are based on information that has been made publicly available byINWIT

(5) Reflects 100 of Cornerstonersquos tenancies on Macro Sites including Streetworks within the Macro Site GBT ratio

(6) As of September 30 2020

The Group markets colocation space on its Sites to telecommunications providers and drives its revenueand margins by adding additional tenancies to its Sites The Grouprsquos anchor tenant receives an anchor tenantdiscount where an MNO colocates on a Site after the effective date of the respective Vodafone MSA howeveran anchor tenant discount is not applied if the MNO was colocating on the Site at the time of the VodafoneMSA effective date and subsequently installs more Active Equipment or renews its agreement with VantageTowers While the Grouprsquos anchor tenant discount amounts to 15 of the original anchor fee (except in Greecewhere there are no discounts to base service charges and within certain Central and Eastern European marketswhere the discount is lower) the colocation fees charged to new tenants are such that they more than offset anysuch discount resulting in an overall increase in revenue and Adjusted EBITDA for such Site with the majorityof the expected economic benefit of the additional colocation being received by the Group The anchor tenantdiscount does not apply to Vodafonersquos ldquowhite spotrdquo partners sharing on German ldquowhite spotrdquo Sites or toadditional active sharing counterparties on any Site The Group is focused on increasing the tenancy ratios onits RTTs which currently have lower tenancy ratios than its GBTs particularly in certain jurisdictions likeGermany where there has been limited commercial focus and there are contractual limitations on rooftopsharing related to limits on sub-leasing rights due to landlordsrsquo preference to contract directly with MNOsGoing forward the Company expects that densification and coverage obligations will underpin sustainedgrowth in tenancies across the Grouprsquos markets

169 National Sharing Arrangements

National sharing arrangements across most of the Grouprsquos markets provide the Company with significantand highly differentiated visibility on its cash flows The Group believes that its tenancy ratio and businessbenefit from European MNOsrsquo sharing of Passive Infrastructure referred to as ldquopassive sharingrdquo and ActiveEquipment referred to as ldquoactive sharingrdquo MNOs enter into these relationships for a number of reasonsincluding to reduce the time needed to establish network coverage to minimize the investment through costsharing with other MNOs and to rationalize and increase the efficiency of their networks The Grouprsquos Sites

184

with those of INWIT and Cornerstone support Active Sharing Arrangements that are either implemented or inthe process of being implemented between the Vodafone Group and another market-leading MNO in each ofGermany Spain Greece Portugal Romania Italy and the United Kingdom meaning that the Group includingthrough INWIT and Cornerstone represents critical infrastructure for two of the largest MNOs in each of thesemarkets (Source Fitch Solutions) These Active Sharing Arrangements have terms ranging between 10 and32 years and generally provide incremental revenues to the Group as a result of the premiums that are incurredby customers actively sharing on the Grouprsquos Sites except in the case of Germany where active sharing inareas where only one MNO provides coverage does not incur a premium Active sharing also does notgenerally significantly impact the amount of physical space available on the Grouprsquos Sites leaving such spacephysically available for passive sharing The Active Sharing Arrangements entered into by the Vodafone Grouphave contributed to the Grouprsquos high value common infrastructure optimizing its cost base increasing tenancyratios and providing significant protection against the risk of decommissioning as a result of Site consolidation

The following table sets out details of the MNOs that have entered into Active Sharing Arrangements withthe Vodafone Group These Active Sharing Arrangements are currently in the process of being implementedexcept in Greece and Italy where the arrangements are largely or fully implemented

Germany(1) Spain Greece Portugal(2) Romania ItalyUnited

Kingdom

MNO activelysharing withVodafone

DeutscheTelekom Orange Wind Hellas NOS

OrangeRomania

TelecomItalia Telefoacutenica

Scope Regional

(rural areas) National(3) National National National National(4) National

Notes

(1) Subject to further competition approvals Unlikely for MNOs in Germany to actively share across the market beyond gray spotsharing

(2) Network sharing in Portugal to begin in 2021

(3) Exclusion zone is cities with over 175000 inhabitants


In Spain Vodafone and Orange agreed in 2019 to expand an existing Active Sharing Arrangement to allmunicipalities with fewer than 175000 inhabitants Pursuant to these arrangements each MNO will become ananchor tenant on Sites in designated zones of the country and the other MNO will remove its Active Equipmentfrom such Sites with the anchor tenant then sharing its Active Equipment The arrangement also designates anexclusion zone comprising cities with over 175000 inhabitants in which Sites will not be actively shared Inconnection with these arrangements Vantage Towers receives fees based on the application of a single portfoliofee to all Vantage Towers Sites as opposed to the per Site pricing arrangements used in almost all of its otherConsolidated Markets

In Greece Vodafone and Wind Hellas have a 2G and 3G (and more recently 4G) Active SharingArrangement covering rural areas and some urban Sites

In Portugal Vodafone and NOS recently entered into Portugalrsquos first Active Sharing Arrangement whichincludes passive sharing on defined Sites Under the arrangements Vodafone is able to permit NOS to install itsActive Equipment on a certain number of Vantage Towers Sites in Portugal Vantage Towers will also apply asingle portfolio fee in Portugal As a result the Active Sharing Arrangement between Vodafone and NOS isexpected to result in an increase in the Grouprsquos revenue and Adjusted EBITDA in Portugal over the near tomedium-term

A radio access network agreement is also in place between Vodafone and Orange in Romania The dealannounced in 2013 is a bilateral agreement covering the sharing of Active Equipment and PassiveInfrastructure As part of the legal separation of the towers business in Romania Vodafone Romaniasubcontracted to Vantage Towers Romania that sub-set of obligations in the agreement that relate to hostingOrangersquos Active Equipment where the hosting occurs at a Site transferred in the phase 1 demerger under termsset out in a schedule to the applicable Vodafone MSA and where the hosting occurs at a Site due to betransferred in the phase 2 demerger under terms set out in a schedule to the Romanian PMA

In Germany Deutsche Telekom and Vodafone signed an agreement in July 2020 (which is subject tocompetition and regulatory approvals) to improve coverage in ldquogray spotrdquo (ie areas in which only one MNOprovides coverage) areas via active sharing of approximately 3600 Sites On January 19 2021 Telefoacutenicaannounced that it had entered into letters of intent (subject to competition and regulatory approvals) with

185

Deutsche Telekom and Vodafone to share their active networks in ldquogray spotsrdquo The collaboration aims tocreate a better mobile experience for customers of both companies both in rural areas and along traffic routesHowever Vantage Towers does not directly benefit from the collaboration

1610 Ground and Rooftop Leases

The vast majority of the Grouprsquos Sites are located on real property that it leases under lease agreementsfrom different types of counterparties including governments and government-owned bodies corporations andindividuals The Group has low landlord concentration with approximately 95 of its Macro Site leaseagreements being with single Site landlords as of December 31 2020 based on dividing the number of singleleases at the date by the total number of the Grouprsquos Macro Sites As of December 31 2020 the Group had atotal of approximately 44200 leases corresponding to approximately 47200 Sites across its portfolio Thisequated to 94 of Sites being subject to paid lease agreements As of the same date 94 of the Grouprsquos leaseagreements were with landlords other than the largest 10 landlords in each of the Grouprsquos markets

The Grouprsquos lease agreements generally follow market-standard provisions that are in some casesnegotiated with landlords As of September 30 2020 the Group had sub-lease rights under 83 of its leaseagreements Under 65 of the Grouprsquos lease agreements including 67 of the Grouprsquos RTT leases inGermany subleasing is only permitted under certain conditions including notice to the landlord landlordconsent andor a price increase Under certain leases the consent of the landlord or renegotiation of the lease isnot required if Vantage Towers subleases to Vodafone-related companies (for which certain leases may alsorequire an additional payment) GBTs typically have lower ground lease costs than RTTs A significant portionof the Grouprsquos ground leases are linked to an inflation index In addition some of the Grouprsquos ground leasesincluding in Germany include adjustment provisions if certain inflation thresholds are crossed The Company isfocused on managing current Site costs at least to inflation and securing new Sites at the lowest possible costhowever the Company anticipates that ground lease costs may increase above historical averages as part of itsexisting BTS commitments The Group is partially protected against increases in rental fees at certain Sites byprovisions in the Vodafone MSAs that pass a portion of rental increases over prescribed thresholds through tothe Vodafone Group Vantage Towers has the ability to proactively renegotiate its leases in order to improvetheir terms It is seeking to do this either by negotiating lease extensions in return for lower pricing oracquiring ground or long-term RoUs

As of December 31 2020 a majority of the Grouprsquos leases had over five years remaining until theymatured providing the Company with visibility on its lease costs The table below shows the number of groundleases expiring based on their maturity date assuming non-renewal as of December 31 2020

Remaining TermsNumber of

leases(1)

(lsquo000)Under five years 20Between five and ten years 8Over ten years 2Rolling(2) 17

Notes

(1) Totals do not include expired lease contracts Expired lease contracts typically continue on a rolling basis until terminated byeither party

(2) Rolling leases are common in Germany Rolling leases are structured as leases without an end date and typically have anexclusionary period of approximately 10 to 15 years during which the lease can only be terminated for cause After theexclusionary period either party may terminate the lease after serving notice Rolling leases include those inside the exclusionaryperiod and those on a rolling basis

1611 Operating Model

The Group maintains an efficient and flexible operating model which combines best-in-class tools andpractices with the Vodafone Grouprsquos scale and systems to deliver synergies and operational excellence throughshared services The following image illustrates the application of the Grouprsquos operating model to the activitiesit performs in support of hosting Active Equipment on its Sites

186

16111 Ground and Rooftop Lease Management

Proactive lease management is a key focus area of the business and the Company believes that it offers anopportunity to optimize the Grouprsquos portfolio and improve its margins The Group has a widespread landlordbase which provides the benefit of diversity but requires an engaged approach to landlord relationships Inorder to coordinate lease management the Group created a dedicated team in each country that oversees itsleases and landlord relationships This team works with external experts to manage leases on a day-to-day basisand is in the process of creating an electronic landlord portal to promote landlord engagement

Ground and rooftop lease costs comprise the Grouprsquos largest expense Since the management team wasestablished the Group has begun to optimize its lease portfolio through the active renegotiation of leases wherepossible and the acquisition of land or long-term RoUs For further details on these initiatives see ldquo16333Best-in-Class Operational Efficiencyrdquo

16112 Energy Management

The Group is able to both procure and manage the energy consumed by the Passive Infrastructure andActive Equipment on its Sites which the Company believes makes it an attractive proposition for its customersEnergy is typically procured for the Group by the VPC The VPC is the main procurement company for theVodafone Group affording it significant expertise and scale within the market As a result the VPC is able topurchase energy at favorable rates Energy is typically sourced from the local grid although the Group isrequired to maintain battery backup energy sources at its Sites under the terms of the Vodafone MSAs TheGroup charges a fixed fee to Vodafone Group companies for energy consumed by the Passive Infrastructure ona Site The fixed fee per Site is subject to review every three years and has an adjustment mechanism if theprice of energy changes Service charges for the energy consumed by Active Equipment are applied on a pass-through basis with reference either to estimated or sampled consumption at the relevant rate or a meteredconsumption

The Group is implementing a number of efficiencies in order to lower its energy consumption and costsAcross its Sites the Group is in the process of upgrading energy technology including by installing smartmeters energy-efficient rectifiers cooling and green solutions such as solar power to make its energyconsumption more efficient In addition the Group is aiming to migrate its energy model onto a fully remotemonitoring and metering system that will use operational insights to provide actual energy demand data acrossthe Grouprsquos markets The information derived from this model will be used both for live monitoring predictiveanalysis of energy consumption and needs and advance purchasing

16113 IT Systems and Tools

The Group currently uses a number of Vodafone Grouprsquos IT systems for operational business andtechnology support under the terms of the Support Agreements at the Group level and the Long-Term ServicesAgreements in the Vantage Towers Consolidated Markets

Vodafonersquos IT infrastructure provides support to the Group in the areas of sales project roll out servicedelivery and OampM as well as in certain business and technology support areas such as finance supply chainhuman resources legal and lease management In addition to Vodafonersquos IT infrastructure Vantage Towers isworking to establish its own core IT infrastructure to support its business functions and the Group has begun toroll out applications that will be dedicated to Vantage Towers going forward

187

The Grouprsquos key digital assets are TIMS the EVO program (ldquoEVOrdquo) and network stock solution (ldquoNSSrdquo)TIMS is a Vantage Towers system that will be wholly owned by the Group It is the Grouprsquos inventorymanagement system in which Vantage Towersrsquo standardized processes are mapped TIMS is an integratedsoftware suite with common data and workflow structure across local tower companies that the Group uses tomanage all end-to-end Group operational processes and workflow on a day-to-day basis The software is highlyconfigurable and integrates with the Grouprsquos other IT systems TIMS compiles all Site-related Group dataincluding Site information project milestones service levels documents (eg leases and agreements) and filesfrom across the markets in a single harmonized software suite TIMS enables the Group to monitor Site KPIsby rapidly synthesizing data and providing dashboard reporting The software can be accessed by the Grouprsquosfield workforce to access and edit Site information in real time and upload Site inspections and audits TIMSalso provides the Grouprsquos customers with access to a customer-friendly data interface via a portal thatfacilitates customer interaction by enabling customers to access the Grouprsquos Site portfolio and to raise servicerequests directly in the portal It also includes a separate landlord portal that provides landlords with anequivalent tailored interface An initial version of TIMS was rolled out to the Grouprsquos markets in July 2020although the full operational capabilities which will include mobile workforce enablement are not expected tobe fully implemented until August 2021

EVO and NSS are both Vodafone programs that are provided to the Group under the Support Agreementsat Group level and the Long-Term Services Agreements on a market by market basis EVO is a VodafoneGroup business transformation program that introduced a common operator model across the finance supplychain and human resources processes NSS is part of Vodafonersquos IT landscape and enables end-to-end visibilityof the Grouprsquos supply chain and procurement The program improves lead times service levels and capitalexpenditure efficiency by delivering greater visibility over materials

Furthermore the Group has rolled out a dedicated CRM solution to support the commercial team in theirlead and account management activities The system is built on a market-leading CRM software product andconfigured to the Grouprsquos specific business model It is highly configurable and integrates with the Grouprsquosother IT systems like TIMS The CRM solution was initially rolled out in October 2020 and is continuouslyupdated with further functionalities

In addition to these programs the Group expects to conduct an initial roll out of Digital Twin in thesecond half of 2021 Digital Twin is a software solution that will provide a 3D digital representation of physicalSites to enable the Group and its customers to perform Site activities remotely The program is expected tosignificantly reduce the need for and cost related to Site visits In addition the solution will enable to theGroup to digitize its Site offering Site design and construction and Site infrastructure operations to furtherincrease operational efficiency and reduce the time-to-market of service delivery

In order to support its colocation and BTS services the Group also expects to deploy customer demandforecasting in 2021 See ldquo16123 Empowered in Driving Growth and Quality of Servicerdquo below

16114 OampM Services

The OampM services that the Group provides are outsourced to third-party vendors through the VPCallowing the Group to benefit from the Vodafone Grouprsquos economies of scale These service providers havepassed through the VPCrsquos rigorous assessment and due diligence processes which include screening againstsanctions lists As of December 31 2020 the VPC had eight OampM contracts in place related to servicesperformed for the Group The majority of these OampM contracts are due to expire in 2021 and 2022 withcertain contracts in Spain and Germany lasting until 2024 and 2026 respectively

The provision of OampM services is conducted under the Long-Term Services Agreements except in Spainwhere the Group contracts directly with vendors and Greece where transitional and long-term OampM fieldservices and certain other related services are provided under service agreements between subsidiaries ofVantage Towers Greece and Victus Other than in relation to Romania (where the services are provided directlyby Vodafone Romania) the OampM services will be provided until the service contracts with individual third-party vendors expire andor are replaced by the Group with stand-alone service contracts (except in Germanywhere OampM services will be provided with a minimum service term intended to provide sufficient time forsuch stand-alone service contract to be entered into) See ldquo1715 Long-Term Services Agreementsrdquo

The Group combines its access to the Vodafone Group with expertise and advanced operational tools inorder to maximize its OampM service offering The Group manages the planning and execution of preventativemaintenance with the support of field level maintenance suppliers Field level maintenance of Sites is providedby a mixture of leading external suppliers Currently field level maintenance for Active Equipment and PassiveInfrastructure is bundled together in some cases On the expiration date of the current service contracts the

188

Group will seek to negotiate field level maintenance contracts that are bespoke for Passive Infrastructure Thetiming of the negotiations will depend on the residual duration of the existing contracts The Company expectsthat in combination with its advanced IT programs (TIMS and Digital Twin) the tailoring of its field levelmaintenance contracts will further optimize its OampM services

The Group utilizes two Vodafone NOCs located in Portugal and Romania to provide 247 monitoring of itsSite portfolio outside of Greece and a Victus NOC for its Sites in Greece ensuring that Passive Infrastructurefaults are promptly identified and actioned The centers monitor key operational processes including Sitepower temperature security heating ventilation and air conditioning fire suppression and infrastructure issuesThe NOCs are integrated with all existing field level maintenance service providers resulting in effectivereactive maintenance dispatching to the field teams The activities conducted in the Grouprsquos NOCs ensure thatthe Group provides its customers with an improving quality of service and high uptime performance

Going forward the Group has established a roadmap to increase digital automation The Company intendsto introduce processes such as remote and predictive maintenance solutions with the goal of furtherstreamlining the business

16115 Procurement

The Grouprsquos procurement function is performed by the VPC under the Procurement Agreements Seeldquo1717 Procurement Agreementsrdquo Key areas of procurement are energy OampM managed services deploymentservices electricity (commodity supply) and lease management In Greece certain procurement and supplychain services are provided or procured by Victus Wind Hellas and Vodafone Greece

The VPC is responsible for Vodafonersquos global procurement and comprises a team of approximately 850supply chain management employees across the Vodafone footprint and approximately 9000 global suppliersranging from start-ups and small businesses to large multinational companies The company strategicallysources the Grouprsquos inventory at a central European level including the equipment required to set up andmanage Passive Infrastructure and to supply Sites with energy The VPC provides the Grouprsquos markets withend-to-end logistics and inventory management and manages demand by combining sourcing for localVodafone operating companies with local Group entities in order to benefit from volume The VPC also sourcescertain services for the Group including OampM services Site deployment services and lease managementservices

The Company believes that the VPCrsquos expertise and scale allow the Group to reduce costs and deliverefficiencies through the procurement process The VPC conducts industry benchmarking to enhance savingsand evaluates local suppliers on an ongoing basis to identify opportunities for improvement It also managessupply contracts in order to leverage opportunities to improve contract terms and reduces risk and enhancescompliance through robust contract management Furthermore the VPC has long-standing ethical procurementpolicies and monitoring practices to ensure a sustainable supply chain Suppliers are required to pass throughcomprehensive qualification and due diligence in areas such as human rights health and safety anti-bribery andwatch list screening

16116 Vodafone Shared Services

The Group receives corporate function support from Vodafone shared services This support comprises HRand finance shared service activities and is provided under the Support Agreements Vodafone shared servicesis a function operating out of a number of Vodafone group entities that focuses on value and business outcomesto drive cost savings The multi-functional multi-location organization includes over 25000 professionals whoadminister a portfolio of services covering various capabilities The Company believes that it can benefit fromthe cost-focused manner in which these services are provided while also working with Vodafone sharedservices to drive automation within the Grouprsquos business

1612 Organizational Design

The Company believes that Vantage Towersrsquo organizational design is in line with that of other companieslisted on the Frankfurt Stock Exchange and appropriate for a company of its size and geographic profile TheGroup aims to deliver its strategy through five key organizational design principles (i) One TowerCo (ii) Fitfor its new purpose (iii) Empowered in driving growth and quality of service (iv) Standardization and(v) Efficient (as described in ldquo1611 Operating Modelrdquo above)

189

16121 One TowerCo

The Group has a well-defined governance structure that has been in place since July 2020 This structurehas fostered a collaborative dynamic and innovative working culture while developing working relationshipsbetween employees at the Grouprsquos headquarters and those in the markets The Group is split between five top-level functions commercial technology finance legal and HR At the market level each market is headed bya local managing director (ldquoMDrdquo) all of whom have been in place since October 2020

161211 Commercial

Commercial is headed by the Grouprsquos chief commercial officer Sonia Hernandez and comprises a teamwho have extensive experience in business development The commercial team is dedicated to growingdeveloping and transforming the business to increase revenue and deliver shareholder value It is designed to belean and centralized in order to facilitate more efficient alignment across the markets focus on the Groupstrategy and product portfolio and ensure an efficient objective-driven approach Commercial sales activitiesare based in Germany but are also located in the other markets Local sales experts in each of the markets areresponsible for building a strong pipeline of opportunities with both existing and new customers Businessdevelopment and direct sales are led out of teams in each market with two regional commercial market headslocated in Germany and Spain respectively each of which have over 20 years of industry experience

Commercial is responsible for

bull Commercial strategy and business development Leading on commercial and pricing strategy todeliver growth and sustainable earnings and developing and creating new business opportunities toboost organic growth opportunities

bull Product development New product strategy identifying revenue streams from technologyoptimization product portfolio expansion and innovation pre-sales support and predictingcustomer demand to minimize time and cost required to meet customer needs

bull Marketing amp brand communications and sustainability

bull Market intelligence Using market analysis to identify business gaps and opportunities to informGroup strategy the business plan and mergers and acquisitions

bull Joint ventures portfolio Ensuring quality of service and maximizing value in the Grouprsquos equityinvestments

161212 Technology

Technology is led by Joseacute Rivera the Grouprsquos chief technology officer The team is comprised ofexperienced experts in both Passive Infrastructure which are focused on planning building and operating theGrouprsquos Passive Infrastructure and IT

Technology is responsible for the following infrastructure-related responsibilities

bull Infrastructure operations Defining product strategy and standard processes including TIMS andidentifying and agreeing preferred suppliers

bull Energy management Defining energy and equipment strategy and developing energy procurementstrategy

bull Quality and performance assurance Assessing the marketsrsquo compliance with Company-definedprocesses and practices defining operational best practice and interfacing with the NOCs

bull Health amp safety Defining Group-wide health and safety policies and processes and monitoring andassessing health and safety compliance

bull Technology strategy Developing opportunities with the chief commercial officer and definingmedium- to long-term strategy to drive revenue growth Streamline processes and develop cleardirections to implement technology and digital culture

Technology is also responsible for the Grouprsquos in-house IT organization and promoting a state-of-the-artIT platform This includes

bull IT architecture Developing documenting and maintaining the overall IT architecture of the Groupincluding IT strategy and roadmap and acting as technical liaison with the Vodafone Group

190

bull Digital incubation and data analytics Driving digitalization by prototyping emerging IT technologiesand using digital data to create efficiencies and digitizing the core of the Group to obtaincomprehensive and real-time views of infrastructure

bull Service delivery IT service delivery and enterprise-to-enterprise lifecycle management of all Group-owned IT systems

bull IT portfolio management Project portfolio management monitoring and reporting of IT KPIs andmanagement of suppliers including IT services provided under the Long-Term Services Agreementsand the Support Agreements

bull IT security IT security and compliance with data regulations

161213 Finance

Thomas Reisten the Grouprsquos chief financial officer is responsible for the Grouprsquos finance function Afterreceiving support during the transition from Vodafone the finance team is fully established with its owntreasury investor relations and internal audit capabilities

Finance is responsible for

bull Financial planning and analysis and decision support Planning budgeting performance analysis andVodafone MSA support

bull Corporate finance treasury and tax Tax strategy and planning capital management and cashmanagement

bull Financial control and reporting Financial planning control and optimization interfacing withVodafonersquos shared services center investor relations and external reporting in compliance with listedcompany obligations

bull Business intelligence and financial transformation

bull Supply chain management

bull Internal audit Developing risk-based audit plan delivering the audit plan tracking managementactions and reporting to the Supervisory Boardrsquos audit committee (the ldquoAudit Committeerdquo) andmanaging Vantage Towersrsquo risk management framework

161214 Legal

The Grouprsquos Legal function is headed by Christian Sommer The team includes a centralized contractsteam a commercial legal team to engage with other customers as well as key infrastructure suppliers andexternal affairs capabilities to deal with the changing regulatory landscape

Legal is responsible for

bull Commercial and supply chain management support General corporate commercial legal supportincluding support of Site acquisitions building permissions and decommissionings and litigationcontracts dispute support

bull Corporate security Business continuity and disaster recovery

bull General counsel and company secretary support Supervisory Board Management Board andshareholder meetings supporting compliance with corporate governance requirements andmaintaining share capital records

bull Compliance Defining regulatory priorities providing regulatory and governance advice and oversightand establishing and maintaining the data protection framework

bull External affairs Engaging with regulators and policy makers

161215 HR

The HR function is led by Nikolaus Rama the Grouprsquos HR director

HR is responsible for

bull Talent strategy Setting a people agenda for the business that is aligned with the Grouprsquos businessobjectives

191

bull Reward strategy Establishing an independent and focused reward strategy to drive the achievementof Vantage Towersrsquo strategy

bull Resourcing strategy Ensuring a diverse mix of talent through recruiting and on-boarding

bull Labor relations Managing unions and employee relations across markets

bull Learning and development Setting detailed learning plans based on the requirements of theinfrastructure organization and building technical and leadership expertise to support Vantage Towersrsquostrategy

Transactional and administrative HR activities such as the learning and development platform HR ITsystems and payroll are outsourced to the Vodafone Group under the Long-Term Services Agreements

16122 Fit for its New Purpose

The Company is an agile business-to-business asset management-focused tower company with strong corecapabilities from business-to-business relationships to proactive account management across its operations TheGroup has reduced the number of layers in the organization to enable efficient decision-making and hasestablished shorter project review cycles to foster streamlined execution In support of this the Group has alean employee structure that the Company believes is well-distributed both geographically and functionally tosupport the Grouprsquos medium term growth For a breakdown of the Grouprsquos employees by geography andfunction see ldquo16131 Employee and Contractor Statisticsrdquo below Over 47 of the Grouprsquos full timeemployees are based in Germany with Spain and Greece accounting for a further 12 and 1 respectivelyand smaller numbers of employees based across the countries in the Grouprsquos Other European Markets segmentAs of December 31 2020 61 of these full time employees were part of the technology function the teamfocused on planning building and operating the Grouprsquos Passive Infrastructure

16123 Empowered in Driving Growth and Quality of Service

As a stand-alone tower company the Group has a proactive approach both to identifying customer Siteneeds in new business development and to lease management The Grouprsquos MDs are empowered to delivergrowth and operational targets and the markets have the freedom to pursue new business and uplifts in theirtenancy ratios Prior to the Reorganization the Towers Business did not have a designated commercial team todrive colocations on its Sites The Towers Business assessed Site colocation requests on a reactive basis oftenwith a reciprocal access component and supported Vodafone in making colocation requests on the towers ofother MNOs The Towers Business was not involved with Site forecasting because Vodafonersquos internationalnetwork and radio planning team is responsible for the Vodafone Grouprsquos hosting requirements As anindependent mobile telecommunications tower infrastructure operator the Company is incentivized to drivenon-Vodafone tenancies The Group has a dedicated function to increase tenancy growth with incentives linkedto performance against the business plan

The commercial team is responsible for leading business development by maximizing colocationopportunities predicting customer Site requirements using market intelligence and geo-analysis new productdevelopment and pre-sales support Just over half of the team is made up of local on the ground experts whoare supported by the central team All of the members of the commercial team have chief executive officer andchief technology officer-level relationships that they have brought to Vantage Towers The team has four keystrategic objectives for promoting business expansion (i) delivering a commercial and pricing strategy thatsupports growth and sustainable earnings (ie Growing) (ii) creating new business opportunities to boostorganic growth (ie Developing) (iii) expanding the perimeter of products and solutions for customers beyondthe Grouprsquos core assets (ie Transforming) and (iv) employing effective marketing to demonstrate the benefitsof the Grouprsquos products and solutions to existing and new customers (ie Communicating) During the ninemonths ended December 31 2020 the addition of approximately 1400 net tenancies was driven by thededicated commercial team

The commercial team is supported by the Grouprsquos CRM tool an initial version of which has been rolledout to actively manage its leads and customers In 2021 the Group expects to deploy geo-analysis software tosupport customer demand forecasting and indoor radio planning tools to support the sales process enabling amore proactive sales approach faster time-to-market and lower deployment costs Similarly within theVodafone Group the management of Site ground leases and landlords was not a priority of the wider businessThe Group believes that lease management is a tool through which it can improve its margins As discussedabove it maintains a dedicated lease management team that is actively engaging with landlords to reduce costsby renegotiating priority leases See ldquo16111 Ground and Rooftop Lease Managementrdquo

192

16124 Standardization

The Group is standardizing its operational processes to support the efficient delivery of its services In thecase of each Consolidated Market country blueprints are tailored for the opportunities and practices of therespective market in order to maximize their impact As part of its standardization principle the Group hasadopted a systematic approach to portfolio OampM and BTS deployment In OampM the Group uses VodafonersquosNOCs to monitor its Site portfolio and deliver consistent high quality OampM services Similarly upon theexpiry of the third-party service provider contracts to the extent necessary the Group will seek to split outPassive Infrastructure services from active services in order to streamline the services across its portfolio Inbuilt-to-suit the Group has set out a blueprint process to allow for the efficient deployment of its BTS SitesThe Group has developed standard Site models that it refines based on the requirements of its customers Usingthese models the Group partners with Site construction and deployment providers that it selects based on theirability to industrialize the tower construction process with components costed using Vodafonersquos Design2Costmodelling which uses machine learning to cost each element of a process on its most granular level enablingthe purchaser to generate savings through efficient costing

1613 Employees and Contractors

16131 Employee and Contractor Statistics

For the period ended March 31 2019 the Company (named Blitz D19-410 GmbH at that time) was ashelf company and did not have employees For the twelve months ended March 31 2020 the Company(named Vodafone Towers Germany GmbH at that time) did not have any operations and accordingly did nothave any employees

As of December 31 2020 the Group employed 278 full time employees The following tables set outbreakdowns of the Grouprsquos employees by geography and function respectively

As ofSeptember 30

2020

As ofDecember 31

2020

Germany 97(1) 131(2)

Spain 28 34Greece(3) 5 14Other European Markets Portugal 12 19Czech Republic 24 27Romania 15 18Hungary 15 20Ireland 12 15

Total Other European Markets 78 99Total(4) 208 278

Notes

(1) Reflects 30 head office and 67 operations full time employees



(4) Total does not include 74 employees of Victus in Greece who will transfer to Vantage Towers during the first half of 2021pursuant to the terms of the partial demergers and contributions of Wind Hellasrsquo and Vodafone Greecersquos towers businesses intoVantage Towers Greece

193

As ofSeptember 30

2020

As ofDecember 31

2020

Technology 132 169Finance 40 61Legal 13 20Commercial 12 12CEOMDs 7 10HR 4 6Total(1) 208 278

Note


As of the date of this Prospectus the total number of the Grouprsquos full time employees was 322 (excluding74 employees at Victus)

The Group also works with contractors under third-party and OampM field services contracts that aretypically negotiated and entered into by the VPC

16132 Trade Unions and Collective Bargaining

In Germany and Spain collective agreements with trade unions and works council agreements applicableat Vodafone continue to apply in relation to employees that have transferred from Vodafone in Germany orSpain to Vantage Towers Germany or Vantage Towers Spain respectively The applicable collective bargainingagreements cover various basic terms and conditions of employment and deal with or include provisions onamong other things remuneration working time employee benefits and allowances restrictions with regard todismissals obligations to offer employment to apprentices and training processes

In Germany an employee works council has been established The work council has numerous informationand consultation rights relating to personnel social and economic matters especially with regard to dismissalscompensation and benefits and in case of restructurings or redundancies Employees are not represented on theSupervisory Board

Vodafone has strong union relationships across the markets in which Vantage Towers operates and theGroup intends to continue these relationships going forward

Good relationships with its employees are especially important to the Group and the Group believes that itgenerally has good and constructive relationships with its employees their trade unions and representativebodies

16133 Pension Plans and Retirement

In Germany the Company operates various defined benefit plans Vodafone Pensionsplan FuumlhrungskraumlfteVodafone Pensionsplan Mitarbeiter and three closed legacy plans These pension plans provide for old-agedisability and death benefits

The employees who transferred to the Company from Vodafone Germany as well as new hires generallyparticipate in either the Vodafone Pensionsplan Fuumlhrungskraumlfte or the Vodafone Pensionsplan Mitarbeiterdepending on their hierarchical level

Two of the legacy plans are funded through reinsurances and are carried out via a support fund for whichthe Company applied to become a member The other defined benefit plans including the other legacy plan(Altersversorgung durch aufgeschobene Verguumltung) are partially funded through plan assets held in acontractual trust arrangement which was set up by the Company and acts as pension trust (Vodafone PensionTrust e V) This contractual trust arrangement has been funded with assets that had a fair value ofapproximately EUR 3 million as at December 31 2020 Due to market volatility the fair value of these assets issubject to change

In addition the following defined contribution plans are in place in other jurisdictions ldquoJointly promotedpensions plan applicable to the Vodafone Group (including TowerCo Spain)rdquo in Spain ldquoDefined ContributionPlan Pension Schemerdquo in Portugal and ldquoIrish Life Empower Master Trustrdquo in Ireland

194

16134 Employee Share Plan

The Company is considering the implementation of an employee share plan which may include the grantof share awards or the grant of options to acquire shares in each case with potentially varying vesting periodsThe Company will continue to consider the commercial terms of such a share plan before it is implemented

1614 Real Property

As of December 31 2020 the Group owned 1 of its Sites The Group directly leased a further 94 ofits Sites as well as its office buildings including its headquarters in Duumlsseldorf Germany and its facilities ineach of its markets The remaining 5 of the Grouprsquos Sites were operated under lease arrangements coveringmultiple Sites or with one-time or unspecified cost arrangements

These premises are used in whole or in part by Group companies Lease payments and service feespayable under the relevant lease agreements are on an armrsquos length basis

1615 Intellectual Property

While intellectual property is an essential part of the Grouprsquos business and intellectual property assets arein the aggregate of material importance to the Grouprsquos business the Group believes that no single IP asset ismaterial to its business as a whole

16151 Patents and Know-How

Vodafone owns a small number of patent rights that are necessary for the Group to conduct certain limitedaspects of its business The Group possesses confidential know-how

16152 Trademarks

The Group owns all of the trademarks that it uses in the course of its business As of December 31 2020the Group owned six trademark registrations

1616 Legal Proceedings

The Group is party to legal proceedings from time to time arising in the ordinary course of businessDuring the twelve months prior to the date of this Prospectus there were no governmental legal or arbitrationproceedings (including any such proceedings which are pending or threatened of which the Company is aware)which may have or have had in the recent past significant effects on the Companyrsquos or the Grouprsquos financialposition or profitability

1617 Insurance

The Group believes that the Company and its subsidiaries have insurance protection to the extentcustomary in the industry The Group is insured under global group insurance policies held by Vodafoneincluding third-party (product) liability property damage and business interruption The Group also expects tohave directors and officers liability insurance in place at Admission In addition the Group has put in placeadditional insurance policies typical of a German public company

1618 Compliance and Risk Management

The Group has compliance and risk management systems in place to observe all applicable legalregulations on an ongoing and sustainable basis The Group continuously seeks to reduce the likelihood andorpotential impact of the various risks to which it is exposed Therefore the Group has implemented acompliance system which includes inter alia anti-corruption anti-money laundering antitrust regulations anddata protection in order to prevent detect and respond to potential violations The Grouprsquos risk managementsystem operates Group-wide and is a fundamental part of its corporate governance system

16181 Compliance

Maintaining high standards of compliance with the Grouprsquos statutory and regulatory obligations informsGroup decision-making sets the tone for company culture and instills values across the Group Compliancecreates the framework for the Grouprsquos business actions and serves to safeguard the Grouprsquos long-term businesssuccess As part of Vodafone Vantage Towers is integrated into Vodafonersquos compliance system whichamongst other obligations is required to comply with the US Sarbanes-Oxley Act of 2002 (ldquoSOXrdquo) While

195

SOX controls do not necessarily cover all Group operations due to the relative size of the business withinVodafone in this context the Group maintains its own compliance management system the key features ofwhich are based on the system developed by Vodafone

The Grouprsquos compliance program is closely interlinked with risk management and with the Grouprsquos andVodafonersquos internal control systems In this way Vantage Towers ensures that compliance is an integralcomponent of each business process Antitrust law and corruption prevention training programs are carried outby compliance officers as well as compliance advice given on business transactions and processes In thetraining programs employees are informed about compliance requirements risks and possible sanctions Therequirements are based on law and Group-wide policies and serve to implement international standardsVantage Towers keeps all of its employees informed about compliance measures and new developmentsthrough training intranet and various forms of communication adapted to target groups and content The Groupprovides compliance support on important business transactions for instance in connection with major projectsacquisitions or the engagement of intermediaries The Grouprsquos compliance officers also advise the operatingunits on integrating compliance into their business processes Vantage Towers regularly reviews criticalbusiness operations based on a risk-oriented structured audit process Anti-money laundering screenings ofhigh-risk payments are carried out when red flags are raised An additional element is the identification ofcompliance risks through the Grouprsquos whistleblowing system Alongside the options of directly contacting asupervisor or the compliance department this system provides employees with a further channel for reportingpossible infringements of laws or policies without revealing their identity The Group investigates all reports oflegal violations Any violations identified are sanctioned as necessary regardless of the name and function ofthe person involved

The Grouprsquos legal function led by the general counsel and company secretary is responsible for ensuringstatutory and regulatory compliance Substantive compliance responsibility in these areas remains with thecompetent corporate functions and business units

1619 Risk Management

The Grouprsquos risk strategy is focused on supporting management in pursuit of strategic and operationalobjectives whilst safeguarding the critical assets of the business The Grouprsquos business success requiresopportunities to be recognized and associated risk to be identified and suitably managed in line with theGrouprsquos appetite for risk The Grouprsquos risk strategy dictates that business risks should be entered intoconsciously and responsibly and managed proactively by all employees The Group based its risk managementapproach on Vodafonersquos risk management global framework (the ldquoRisk Management Frameworkrdquo) and thepolicy compliance framework (the ldquoPolicy Compliance Frameworkrdquo) The Risk Management Framework isan end-to-end risk management process designed to ensure a consistent approach across the Group It coversthe identification measurement management assurance and reporting of the Grouprsquos principal and localpriority risks and also establishes the risk management governance structure The Policy ComplianceFramework describes how controls and assurance are applied within all risk areas that are mitigated by policyand highlights additional principles on culture learning and communications to ensure a set of shared valuesand beliefs amongst employees

The effectiveness of risk management is assessed through a coordinated systemic three-lines of defenseapproach consisting of (i) risk ownership and management typically undertaken by business operations(ii) risk monitoring and functional oversight typically undertaken by the Grouprsquos oversight bodies andspecialist functions and (iii) independent challenge and assurance typically undertaken by the Grouprsquos internalaudit function external auditors and other independent assurance providers The purpose of this approach is tointegrate activities across all three lines of defense to ensure that mitigations are in place and operatingeffectively and to provide line of sight to management on the status of the current risk profile

The design of various risk management instruments ensures that the sub-processes are integrated in acontinuous risk management loop and all relevant individuals andor management teams are involvedappropriately in the risk management process Methods and tools to identify assess control and report risks areimplemented throughout the Group and are continually improved The Grouprsquos main focus in using riskmanagement instruments is to assess possible deviations in a broad range of non-financial risk indicators inaddition to the Grouprsquos key financial performance indicators

To record relevant event risks in a structured way in specific areas of responsibility all Group companiesuse Riskonnect an IT platform to report their line of sight reports and risk action plans on an annual basisThe regular reporting and updating of risks at the local level ensures that risk awareness remains highthroughout the Group Risks already recognized in the form of balance sheet provisions are also the subject of

196

standardized analyses and risk reporting ensuring systematic control of these risks as well Ad hoc risks arecommunicated immediately to the risk management officers and are also documented via the establishedreporting channels

Risks are also further evaluated by the Audit Committee on a regular basis (for further details regardingthe Audit Committee see ldquo22331 Audit Risk and Compliance Committeerdquo) These standardized riskmanagement processes ensure that the Management Board and Supervisory Board are informed promptly andin a structured way about the Grouprsquos current risk situation However despite comprehensive risk analysis theoccurrence of risks cannot be systematically ruled out Risk transfer to insurers is handled centrally byVodafone Grouprsquos insurance department Binding standards are in place for all Group companies to keep riskprevention at a sustainable and appropriate level Such standards are updated as required

1620 Environmental Social and Governance

The Grouprsquos ESG agenda is a core component of the People and Planet aspects of its strategy and seeks toleverage the Vodafone Grouprsquos leadership on ESG issues

16201 Environment

The Grouprsquos strong network is an enabler for a sustainable digital society The Company believes that byreducing the emissions and carbon consumption of its Site footprint it can drive decarbonization across relatedcommercial sectors The Group has implemented a number of energy initiatives to decrease its carbon footprintand improve the efficiency of its energy use The Group is aiming to increase the power usage effectiveness ofthe computing equipment in its data centers to below 126 by 2023 by improving power supply and coolingsystem efficiency by 15 compared to 2020 The Group is also targeting the installation of energy meters on80 of its Sites by 2023 In line with its systematic approach to the continual improvement of energyperformance and security across its operations the Group has also committed to implementing ISO 50001 in allof its Consolidated Markets by 2023

The Group is in the process of piloting green technologies on its Sites in order to reduce its reliance onnon-renewable energy Wind turbines and solar panels have been deployed on certain Sites In Germany sets ofmicro wind turbines are planned to be rolled out to 300 Sites In Spain approximately 50 Sites are equippedwith generator hybrid systems solar panels and accumulators The Company hopes that by deploying solarpanels on its Sites it may be able to use them to power rural Sites with no power supply without having to linkthem to the energy grid

The Company also endeavors to advance its environmental plan through an emphasis on sustainability inits supply chain energy purchasing and infrastructure In its supply chain the Group is leveraging the VPCrsquosexpertise and policies in order to carry out ethical procurement and monitoring policies in line with those usedby the Vodafone Group These efforts are supported by key partners that verify supply chain conditions andsuppliers using systems like blockchain To support sustainable energy purchasing VPC and the Group sourcerenewable electricity via the on-site renewable solutions discussed above power purchasing agreementsnegotiated by VPC and renewable electricity tariffs By the second half of 2021 the Group is targeting 100of its energy coming from renewable sources

Another aspect of the Grouprsquos environmental strategy is its emphasis on reusing its Passive InfrastructureThe Group has a market leading network equipment reuse program In the twelve months ended March 312020 999 of network waste was sent for reuse and recycling During the same year the program savedapproximately 63 compared to buying infrastructure new By 2025 the Group expects that all of itsredundant network equipment will be reused resold or recycled

16202 Social

The goal of the Grouprsquos social agenda is to build and develop an engaged and diverse Vantage Towersteam within a lean and flat Group organization The Company seeks to cultivate a distinctive culture through anemphasis on open employee dialogue empowering leaders a borderless mindset a focus on growthopportunities for its people a lsquoBigrsquo and lsquoSmallrsquo ethos that leverages the scale of the Vodafone Group and astart-up mentality

The Group was designed from the bottom up to create a specialist fit-for-purpose tower company throughits technology (including infrastructure) commercial and enabling functions Technology was carved out fromthe Vodafone Grouprsquos technology organization retaining key expertise that will help enable the Grouprsquos visionof powering Europersquos digital transformation The commercial function is dedicated to growing developing and

197

transforming the business while the enabling functions comprise specialist expertise in finance legal IT andHR that is supported by the Vodafone Grouprsquos scale and knowledge through the Long-Term ServicesAgreements

The Company aims to build a diverse workforce with the optimal mix of talent while fostering aninclusive transparent and collaborative approach to business As of December 31 2020 66 of the Grouprsquosemployees were men and 34 were women The Group is driven to increase its gender diversity and aims tomaintain a ratio of at least 30 female employees The Group has also launched a recruitment campaign tofurther grow the Grouprsquos employee base The campaign has attracted a diverse range of high-quality candidatesboth from the Vodafone Group and third parties As of December 31 2020 70 of the Grouprsquos employeescame from the Vodafone Group and 30 were recruited externally

The Group supports and develops its workforce through training and learning activities It also offersleadership development support in order to enable its managers to operate with speed and accountability todeliver the Grouprsquos growth initiatives The Group benefits from its ability to use the Vodafone Grouprsquos learningand development infrastructure while it develops its own content The Vodafone Group operates VodafoneUniversity and the Vodafone Technology Academy which are global learning paths that support the targeteddevelopment of skills within a clear framework and supply business critical training with pre-qualificationcriteria The programs are part of a newly developed learning portal that consolidates over 20 Vodafonelearning Sites for cross function learning They are updated as new programs and nano degrees are createdVodafone University offers a number of courses including courses on automation and development cloudcomputing analytics cyber security and coding All Group employees have access to the portal and as Groupdevelops its own tower company-specific training courses they will be uploaded to the portal In addition tothese learning and development activities the Group supports its workforce by providing them with highquality systems and tools including TIMS Digital Twin and business development applications The Companybelieves that its lean organizational model allows it to quickly adapt to changing market trends and buildcapabilities required to deliver on its strategic objectives

16203 Health and Safety

Health and safety are at the center of the Grouprsquos operating model The Grouprsquos health and safetyframework focuses on four areas (i) construction (ii) inspections (iii) operations and (iv) maintenance In itsconstruction activities the Group focuses on safety by design and testing Regular audits and inspections arecarried out to determine compliance with safety standards and periodic inspections using a specialized companyare also carried out to identify any tower issues In operations the Group carries out periodic health and safetyfield monitoring and supervision The Group maintains a robust Site maintenance program to ensure the safetyand functionality of its Sites These maintenance activities focus on ensuring safe access to infrastructure byemployees and suppliers

The Grouprsquos commitment to safety does not differentiate between its own employees and its contractorswith all personnel expected to comply with the Grouprsquos ldquoAbsolute Rulesrdquo on safety which are focused on risksthat present the greatest potential for harm Vantage Towers has robust supervision systems in place supportedby digital software that enables it to monitor compliance on a continuous basis The Group maintains aconsequence management system and employees or contractors who repeatedly fail to observe the ldquoAbsoluteRulesrdquo are excluded from involvement in the Grouprsquos business Whenever accidents occur it is the Grouprsquospolicy to perform a full investigation of the cause with suggestions as to appropriate remedial measures In theevent of a fatality all related work must cease and only recommence with appropriate authorization Over thepast three financial years there have not been any fatalities related to the Towers Business The Group willcontinue to put health and safety at the center of its business and aims to maintain its safety record as a stand-alone company going forward

The Group has implemented an ISO integrated management system defining global minimum standardsand requirements according to internationally recognized standards such as ISO 27001 (information security)ISO 22301 (business continuity management) and ISO 5000 (energy management) The Group may reevaluatethe ISO integrated management strategy and identify additional ISO certificates to be implemented goingforward

The Group also offers an employee wellbeing framework which aims to encourage employeesrsquo access tohealth and wellbeing information

198

16204 Governance

The Company has implemented a strong governance framework that it believes enables the Group tooperate with significant independence and supports high standards of compliance As with other aspects ofESG in governance the Group benefits from the Vodafone Grouprsquos leadership in compliance with governancerules and standards For information on the Grouprsquos board and senior management composition and structuresee ldquo20 General Information on the Grouprdquo and ldquo22 Governing Bodiesrdquo

1621 Material Agreements

Other than as set out below neither the Company nor any member of the Group is a party to a materialagreement not entered into in the ordinary course of business

16211 INWIT Shareholdersrsquo Agreement

On November 19 2020 CTHC acceded to the shareholders agreement between Telecom Italia Daphne 3SpA (ldquoTelecom Italia SPVrdquo) and VEBV dated March 25 2020 and as amended on April 22 2020 andJune 24 2020 (the ldquoINWIT Shareholdersrsquo Agreementrdquo) The INWIT Shareholdersrsquo Agreement was enteredinto pursuant to the merger of Vodafone Italyrsquos Passive Infrastructure into INWIT which became effective onMarch 31 2020 On November 19 2020 VEBV contributed its entire shareholding in INWIT to CTHCTelecom Italia no longer holds any INWIT shares directly instead holding them indirectly though TelecomItalia SPV CTHC and Telecom Italia SPV are each an ldquoINWIT Shareholderrdquo and together theldquoINWIT Shareholdersrdquo although VEBV and Telecom Italia remain party to the INWIT ShareholdersrsquoAgreement for certain limited purposes such as the standstill described below

The INWIT Shareholdersrsquo Agreement provides among other matters that Telecom Italia SPV and CTHCwill exercise joint control over INWIT and accordingly sets out certain rights and obligations and proceduresfor the conduct of affairs and the management of INWIT The agreement applies to future shareholdings inINWIT or in INWIT Shareholdersrsquo Rights and Financial Instruments (as defined below) that Telecom ItaliaTelecom Italia SPV CTHC andor VEBV may hold under any title or for any reason

As of December 31 2020 CTHC and Telecom Italia SPV held 332 and 302 of INWITrsquos outstandingshare capital respectively Telecom Italia does not hold any shares in INWIT however it exercises co-controlover the joint venture with Vantage Towers through Telecom Italia SPV VEBV does not hold any shares inINWIT

162111 Duration

The INWIT Shareholdersrsquo Agreement remains valid and effective until the earlier of March 25 2023unless extended by the parties and the date on which either Telecom Italia and Telecom Italia SPV or VEBVand CTHC ceases to hold shares in INWIT Pursuant to the requirements of applicable Italian law eachINWIT Shareholder has the option to withdraw from the INWIT Shareholdersrsquo Agreement if the otherINWIT Shareholder ceases to maintain a shareholding of at least 25 in INWIT

162112 Key Provisions

The INWIT Shareholdersrsquo Agreement provides certain rights and obligations and procedures for theconduct of affairs and the management of INWIT with respect to (i) the INWIT board of directors (theldquoINWIT Boardrdquo) (ii) internal committees (iii) the board of statutory auditors (iv) key managers (v) directionand coordination (vi) prior consultation obligations (vii) resolution of deadlocks at shareholdersrsquo meetings(viii) dividend policy (ix) the lock-up of the INWIT Shareholdersrsquo interests (x) a standstill agreement and(xi) the resolution of conflict between INWITrsquos bylaws and the INWIT Shareholdersrsquo Agreement

1621121 Board of Directors

The INWIT Shareholdersrsquo Agreement provides that the INWIT Board will be constituted in accordancewith INWITrsquos bylaws and must have an equal number of directors designated (ldquoDesignated Directorsrdquo) byeach INWIT Shareholder The INWIT Board is composed of 13 members of which five were designated byTelecom Italia and five were designated by VEBV with effect from March 31 2020 (the INWIT Board onMarch 31 2020 the ldquoOriginal INWIT Boardrdquo) One of each of Telecom Italiarsquos and VEBVrsquos DesignatedDirectors is independent under applicable law and regulations The Original INWIT Boardrsquos tenure expires onthe date that INWITrsquos financial statements for the twelve months ending December 31 2022 are approvedhowever under the INWIT Shareholdersrsquo Agreement at least three of each partiesrsquo Designated Directors will

199

resign with effect from December 31 2022 after which date a new INWIT Board will be appointed on thebasis of the INWIT Shareholdersrsquo Agreement and INWITrsquos bylaws

The current INWIT chief executive officer and the chairman of the INWIT Board were reappointed andappointed respectively on the effective date of the INWIT Shareholdersrsquo Agreement The chief executiveofficerrsquos tenure may be revoked by the joint agreement of the INWIT Shareholders Under the terms of theINWIT Shareholdersrsquo Agreement in the event that any chief executive officer or chairman leaves office beforethe end of the Original INWIT Boardrsquos tenure the INWIT Shareholders will discuss the appointment of a newchief executive officer or chairman (as applicable) in good faith and evaluate whether to re-appoint the personwho has left the respective office If the INWIT Shareholders cannot agree on the new chief executive officerthe person will be selected from Telecom Italia SPVrsquos Designated Directors provided that the replacement is aperson other than the one being replaced If the INWIT Shareholders cannot agree on the new chairman theperson will be selected from CTHCrsquos Designated Directors provided that the replacement is a person other thanthe one to be replaced

If any Designated Director leaves office before the expiry of the Original INWIT Board theINWIT Shareholders will replace such Designated Director promptly with a new Designated Director with thesame roles and powers The INWIT Shareholders have agreed that no meeting of the INWIT Board except forthose necessary to comply with applicable law or agreements to which INWIT is a party will be held betweenthe date that the Designated Director leaves office and the appointment of the new Designated Director andthat the INWIT Board may not discuss or take a decision on matters subject to qualified majorities as providedfor in INWITrsquos bylaws before such Designated Directorsrsquo replacement

Upon the expiry of the Original INWIT Board the INWIT Shareholders will appoint a new INWIT Boardin the manner described above composed of at least ten directors to remain in office until the date of approvalof INWITrsquos financial statements for the twelve months ending December 31 2025 Following the appointmentof the new INWIT Board Telecom Italia SPV and CTHC will discuss in good faith the appointment of a newchief executive officer and a new chairman and evaluate whether to reappoint the previous chief executiveofficer and chairman In the absence of an agreement the new chief executive officer will be selected fromCTHCrsquos Designated Directors and the new chairman will be selected from Telecom Italia SPVrsquos DesignatedDirectors This provision will continue to apply following the replacement of the chief executive officer and thechairman for subsequent replacements

The chief executive officer and the chairman cannot be designated by the same INWIT Shareholder(unless agreed in writing between the INWIT Shareholders) and the chairman cannot be appointed by theINWIT Shareholdersrsquo meeting

Each of Telecom Italia SPV and CTHC may request the revocation of one or more Designated Director(s)The other INWIT Shareholder will take all necessary action to enable the revocation as soon as possible afterreceipt of notice and will consent to a replacement director designated by the requesting shareholder pursuantto the applicable provisions of INWITrsquos bylaws

1621122 Internal Committees

Subject to compliance with applicable laws regulations and corporate governance practices theINWIT Shareholders are required to ensure that the Designated Directors are adequately represented inINWITrsquos internal committees (such as the related parties committee the control and risk committee and theappointments and remuneration committee) on an overall basis and that there is a balanced participationbetween Telecom Italia SPVrsquos Designated Directors and CTHCrsquos Designated Directors

1621123 Board of Statutory Auditors

In the event that an INWIT Shareholdersrsquo meeting is called to appoint a new board of statutory auditors theINWIT Shareholders will submit a joint list of three candidates comprised of one candidate designated by eachof CTHC and Telecom Italia SPV (two total) and one jointly designated candidate and will vote in favor of thatlist If the INWIT Shareholders cannot agree on a third candidate the INWIT Shareholder who has notdesignated the INWIT chief executive officer at the time the joint list is submitted will select the third candidate

1621124 Key Managers

Telecom Italia and VEBV agreed the INWIT organizational chart implemented on March 31 2020including the chief financial officer who was selected by VEBV (ldquoKey Managersrdquo) If a Key Managerterminates their employment with INWIT the replacement of such Key Manager will occur in line with best

200

practices applicable to listed companies Any decision concerning the dismissal of a Key Manager (other thanthe chief financial officer) or the hiring of a new person to fill the vacant position of a Key Manager (otherthan the chief financial officer) requires that the chief executive officer consults with the chairman

CTHC designates the chief financial officer until the expiry of the Original INWIT Board If the chieffinancial officer is dismissed or terminated Telecom Italia SPV and CTHC will discuss in good faith theappointment of a new chief financial officer in line with best practices In the absence of an agreement betweenTelecom Italia SPV and CTHC the new chief financial officer will be designated by CTHC provided that thenew chief financial officer is not the same as the chief financial officer being replaced When the term of theOriginal INWIT Board expires if the chief financial officer is dismissed or terminated the parties will followthe same procedures however in the absence of an agreement the new chief financial officer will bedesignated by Telecom Italia SPV provided that the new chief financial officer is not the same as the chieffinancial officer being replaced

1621125 Direction and Coordination

For the duration of the INWIT Shareholdersrsquo Agreement each INWIT Shareholder has undertaken not tocarry out whether jointly or severally any direction or coordination activity in relation to INWIT

1621126 Prior Consultation

For the duration of the INWIT Shareholdersrsquo Agreement the INWIT Shareholders have agreed to consultwith each other in good faith and agree a common approach where feasible on all shareholder meeting agendaitems in advance of such meeting However each INWIT Shareholder remains free to exercise their votingrights during shareholder meetings

1621127 Resolution of Deadlocks at Shareholdersrsquo Meetings

In the event that the qualified majority required by INWITrsquos bylaws for the adoption of decisions oncertain matters is not reached at two consecutive INWIT shareholdersrsquo meetings subject to notice theINWIT Shareholders will establish a committee composed of two representatives to resolve such deadlockwhose decisions are only binding if agreed in writing

1621128 Dividend Policy

Subject to the prior decision of INWITrsquos Board which will take into account inter alia INWITrsquos businessplan growth expectations and cash generation rating considerations and available strategic options theINWIT Shareholdersrsquo Agreement provides that (i) INWITrsquos objective is to distribute an annual dividendcorresponding to at least 80 of the net profits resulting from the regularly approved financial statements forthe reference year adjusted for one-off and extraordinary items (ii) INWITrsquos initial financial leverage shouldnot exceed 60 times net financial debt divided by EBITDA as calculated based on INWITrsquos most recentinformation made public in the last twelve months excluding non-recurring items subject to the achievementof an acceptable credit rating and noting that the financial leverage will be reduced in the future to obtain amedium-term financial leverage in line with the capital structure of other listed companies operating in thesame sector as INWIT and taking into account INWITrsquos cash generation profile and (iii) INWIT will regularlyreview its financial leverage in order to optimize its capital structure subject to the same considerations thatgovern INWITrsquos distribution policy

See ldquo1645 INWITrdquo for a description of the current dividend policy set out by the INWIT Board

1621129 Lock-Up

For the duration of the INWIT Shareholdersrsquo Agreement the INWIT Shareholders have agreed not totransfer in whole or in part their respective shareholdings in INWIT and each right deriving from suchshareholdings except (i) pursuant to a public third-party tender or exchange offer that would allow eachINWIT Shareholder to withdraw from the INWIT Shareholdersrsquo Agreement (ii) in the case ofINWIT Shareholdersrsquo Rights and Financial Instruments (as defined below) with the prior written consent ofthe other INWIT Shareholder and (iii) where transferring the entire shareholding including all rightsconnected to it to an affiliate provided that (a) the transferee adheres in advance and in writing to theINWIT Shareholdersrsquo Agreement and undertakes the rights and obligations applicable to the transferringINWIT Shareholder while such INWIT Shareholder remains jointly and severally liable with the authorizedtransferee for the fulfilment of all of the obligations arising from the INWIT Shareholdersrsquo Agreement and

201

(b) the transferee is expressly obliged to transfer the shareholding back to the transferring INWIT Shareholderif the transferee loses its affiliate status

On June 24 2020 Telecom Italia and VEBV amended the lock-up provisions of the INWIT ShareholdersrsquoAgreement to permit certain transfers of ownership including the transfer by either party of their INWITShareholdersrsquo Rights and Financial Instruments to an authorized transferee and Telecom Italiarsquos transfer of itsshareholding to a special purpose vehicle administered by Telecom Italia and Impulse I Sagraverl pursuant to a deedof adherence to the INWIT Shareholdersrsquo Agreement under which Telecom Italia remained party to theagreement and being jointly and severally liable for the performance of its obligations with its special purposevehicle The amendments also allow CTHC to transfer its INWIT Shareholdersrsquo Rights and FinancialInstruments to third parties as long as it holds directly or indirectly at least 251 of INWITrsquos voting shareswith Telecom Italia SPV having a reciprocal right starting from the day which is 90 days after the completionof a transaction reducing CTHCrsquos shareholding to 251 of INWITrsquos voting shares to transfer theirINWIT Shareholdersrsquo Rights and Financial Instruments as long as they retain at least 251 of INWITrsquos votingshares

On November 19 2020 CTHC assumed the obligation towards VEBV (and also for the benefit ofTelecom Italia (and Telecom Italia SPV)) to transfer its shareholding in INWIT to VEBV in the event CTHCceases to be an affiliate of VEBV (unless otherwise agreed at such time)

ldquoRights and Financial Instrumentsrdquo means (i) any share (including shares of different classes or shareswith particular voting rights) any capital instrument equity or financial instrument warrant option right rightof subscription or other financial instruments incorporating the right (also future and conditional) to subscribepurchase sell any share or any of the above-mentioned financial instruments even if not exercisable andwhich has the effect of granting the right to contribute to the designation of the members of the managementbody and (ii) any obligation debt or other securities convertible into or exchangeable with the shares or otherinstruments referred to in (i) issued convertible or non-convertible or exchangeable pursuant to (i) in any caseissued from time to time by that person or any other right (contractual or statutory) in any of the foregoing

16211210 Standstill

For the duration of the INWIT Shareholdersrsquo Agreement Telecom Italia (on behalf of itself and itssubsidiaries) Telecom Italia SPV VEBV (on behalf of itself and its subsidiariesrsquo and controlling companiesrsquoexcluding the entities controlling Vodafone Group Plc) and CTHC have agreed

bull not to purchase or undertake to purchase INWIT Shareholdersrsquo Rights and Instruments without theprior written consent of the other INWIT Shareholder

bull not to discuss or negotiate with third parties the purchase of INWIT Shareholdersrsquo Rights andInstruments without the prior written consent of the other INWIT Shareholder

bull to abstain from any act or conduct that involves the obligation to make a mandatory tender offer onINWIT Shareholdersrsquo Rights and Instruments Each INWIT Shareholder continues to have the right tosubscribe their part of the option rights with the exclusion of any unsubscribed part of any capitalincrease resulting from any INWIT option right which is approved to the extent such subscriptiondoes not involve an obligation to make a mandatory tender offer on INWIT Shareholdersrsquo Rights andInstrument and

bull not to purchase Rights and Financial Instruments in other tower companies purchase companiesactive in tower company activities andor directly or indirectly carry out tower company activities inItaly as long as INWIT remains under the joint control of the INWIT Shareholders However theINWIT Shareholders may invest in Passive Infrastructure owned at March 31 2020 in any towercompany activity permitted under the commercial arrangements negotiated between INWIT andTelecom Italia or INWIT and Vodafone Italy The parties may also invest in Rights and FinancialInstruments which do not represent more than 5 of the outstanding voting rights in a towercompany operating in Italy and which do not afford the right to appoint members of the board ofdirectors andor of the management body of such company andor in businesses companies orgroups of companies as the case may be whose annual turnover from tower company activities inItaly is less than 20 of the entire annual turnover generated respectively by those purchasedbusinesses companies or groups of companies

202

16211211 Resolution of Conflict between INWITrsquos Bylaws and the INWIT Shareholdersrsquo Agreement

The INWIT Shareholdersrsquo Agreement provides that in the case of any conflict between the agreement andINWITrsquos bylaws the INWIT Shareholdersrsquo Agreement prevails

16212 Cornerstone Shareholdersrsquo Agreement

On January 14 2021 CTHC entered into a deed of adherence to the shareholdersrsquo agreement relating toCornerstone among O2 Cedar Limited O2 Networks Limited (together with O2 Cedar Limited the ldquoTEFCornerstone Shareholdersrdquo) Vodafone UK and Cornerstone dated January 7 2021 (the ldquoCornerstoneShareholdersrsquo Agreementrdquo and CTHC and the TEF Cornerstone Shareholders together the ldquoCornerstoneShareholdersrdquo) Vodafone UKrsquos rights and obligations under the Cornerstone Shareholdersrsquo Agreementterminated upon it ceasing to hold shares in Cornerstone

The board of directors of Cornerstone (the ldquoCornerstone Boardrdquo) comprises up to eight directors EachCornerstone Shareholder may nominate up to four directors (and four alternates) The TEF CornerstoneShareholder and CTHC nominate the chair of the Cornerstone Board on a rotating basis Resolutions must beapproved by a majority of the directors nominated by each shareholder Subject to applicable law if a directorbelieves that their fiduciary duties to Cornerstone conflict with their obligations to the Cornerstone Shareholderthat nominated them they may refer such decision to each Cornerstone Shareholder Under the CornerstoneShareholdersrsquo Agreement customary reserved matters must be approved by both Cornerstone ShareholdersSuch matters include amongst others approval of the business plan and changes thereto changes to dividendpolicy certain amendments to variations of or consents or waivers under the Cornerstone MSAs withVodafone UK and Telefoacutenica UK and the appointment of a new chief executive officer or chief financialofficer

CTHC and Telefoacutenica UK have buyback options in respect of Sites contributed to or commissioned fromCornerstone if a Cornerstone Shareholder commits a material breach of the transfer restrictions under theCornerstone Shareholdersrsquo Agreement (which generally prohibit the sale of shares in Cornerstone to a mobileoperator in the United Kingdom that is a competitor of Vodafone UK and Telefoacutenica UK) or is subject toinsolvency These buyback options may be exercised at a price below fair market value in limitedcircumstances

Subject to compliance with applicable law and its capital policies Cornerstone will distribute allunrestricted cash to the Cornerstone Shareholders expected to be by way of a dividend on a semi-annual basisCornerstone and the Cornerstone Shareholders have agreed to manage Cornerstone so as to not exceed a NetFinancial Debt to Adjusted EBITDAaL ratio of 40x The target leverage ratio will be reviewed semi-annuallyand Cornerstone and the Cornerstone Shareholders have agreed to recapitalize or refinance Cornerstone if theleverage ratio is less than 35x and is expected to remain less than 35x for the following 12 months

16213 Vodafone Investments Facility

On November 20 2020 the Company entered into a loan facility agreement with Vodafone Investments(the ldquoVodafone Investments Facilityrdquo) for general corporate purposes The Vodafone Investments Facility hasa total commitment of EUR 3 billion with the option to increase this amount by up to EUR 50 million Thefacility has a one-year term with a one-year extension

The annual interest rate on loans made under the Vodafone Investments Facility is calculated based on theone-month percentage rate per annum of the offered quotation for deposits in Euros determined by the BankingFederation of the European Union plus an agreed margin Interest is charged on a monthly basis The Companypays a quarterly commitment fee on the unused and uncancelled amount of the facility

The Vodafone Investments Facility contains customary restrictions and events of default The occurrenceof an event of default could result in the acceleration of payment obligations and other consequences under thefacility

On December 17 2020 the Company drew down approximately EUR 23 billion under the VodafoneInvestments Facility As of the date of this prospectus approximately EUR 23 billion was outstanding underthe Vodafone Investments Facility

16214 Senior Facilities

On February 12 2021 the Company entered into a facilities agreement with Bank of America EuropeDesignated Activity Company BNP Paribas SA Niederlassung Deutschland Citibank NA London BranchDeutsche Bank Luxembourg SA Landesbank Baden-Wuumlrttemberg and Sumitomo Mitsui Banking Corporation

203

acting as arrangers bookrunners and lenders Bank of America Europe Designated Activity Company is alsoacting as coordinator and agent The agreement provides for a EUR 24 billion senior unsecured term loanfacility and a EUR 300 million senior unsecured revolving credit facility

162141 Term Loan Facility

The Term Loan Facility has a total commitment of up to EUR 24 billion and is available for utilizationuntil one month after the Listing Date The Term Loan Facility must be repaid upon its termination onFebruary 12 2024 The proceeds of the Term Loan Facility are to be used to refinance certain financialindebtedness owed by the Company to its affiliates and to pay fees costs and expenses in connection with thefinancing

The annual interest rate on loans made under the Term Loan Facility is calculated based on EURIBORplus an applicable margin

The Term Loan Facility contains customary fees change of control events restrictions and events ofdefault The occurrence of an event of default could result in the acceleration of payment obligations and otherconsequences under the Term Loan Facility

As of the date of this prospectus the Term Loan Facility was undrawn

162142 Revolving Credit Facility

The Revolving Credit Facility has a borrowing availability of up to EUR 300 million availableimmediately and a term of three years subject to two twelve-month extensions The proceeds of the RevolvingCredit Facility are to be used for general corporate purposes

The interest rate on loans made under the Revolving Credit Facility is calculated based on EURIBOR plusan applicable margin

The Revolving Credit Facility contains customary fees change of control events restrictions and events ofdefault The occurrence of an event of default could result in the acceleration of payment obligations and otherconsequences under the Revolving Credit Facility

As of the date of this Prospectus the Revolving Credit Facility was undrawn


For information on the Long-Term Services Agreements see ldquo1715 Long-Term Services Agreementsrdquo

16216 Portfolio Management Agreements

For information on the Portfolio Management Agreements see ldquo1716 Portfolio ManagementAgreementsrdquo

16217 Procurement Agreements

For information on the Procurement Agreements see ldquo1717 Procurement Agreementsrdquo


For information on the Support Agreements see ldquo1718 Support Agreementsrdquo

204

17 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In accordance with IAS 24 transactions with persons or companies that are inter alia members of thesame group as a company or that are in control of or controlled by a company must be disclosed unless theyare already included as consolidated entities in a companyrsquos consolidated financial statements Control exists ifa shareholder owns more than one half of the voting rights in a company or by virtue of an agreement has thepower to control the financial and operating policies of a companyrsquos management The disclosure requirementsunder IAS 24 also extend to transactions with associated companies (including joint ventures) as well astransactions with persons who have significant influence on a companyrsquos financial and operating policiesincluding close family members and intermediate entities This includes the members of the Management Boardand Supervisory Board and close members of their families as well as those entities over which the membersof the Management Board and Supervisory Board or their close family members are able to exercise asignificant influence or in which they hold a significant share of the voting rights

Set forth below are details of such transactions with related parties as of and for the six months endedSeptember 30 2020 and as of and for the three months ended December 31 2020 and for the current financialyear up to and including the date of this Prospectus Further information on related-party transactionsincluding quantitative amounts are contained in the Notes to the Audited Six-Month Condensed CombinedInterim Financial Statements and the Unaudited Three-Month Condensed Combined Interim FinancialStatements which are included elsewhere in the Prospectus Business relationships between companies of theGroup are not included

171 Material Contracts between the Vantage Towers Group and the Vodafone Group

1711 Relationship Agreement between the Company and Vodafone Group Plc

On March 8 2021 the Company and Vodafone Group Plc entered into the Relationship Agreement thatgoverns certain general principles regarding the future relationship and cooperation between the Company andVodafone Group Plc While the Company will be a listed German stock corporation it will remain part of theVodafone Group as Vodafone Group Plc will indirectly hold the majority of the share capital of the CompanyTherefore among other things the Company and Vodafone Group Plc have agreed to cooperate align andcollaborate on certain matters including inter alia (i) to allow Vodafone Group Plc or Vodafone Germany toprepare consolidated financial statements capital markets prospectuses tax reports other mandatory reportsand budgets (ii) for the purposes of performing Vodafone group audit activities or as is required for Vodafonegroup-wide reporting duties (iii) to ensure compliance with applicable law for example with reporting andcapital markets related obligations and (iv) to support Vodafone Group Plcrsquos or Vodafone Germanyrsquos strategicand (re)financing planning The collaboration obligations also extend to the alignment of the conduct of certainlegal proceedings by the Company or a subsidiary of the Company the implementation and alignment ofaccounting guidelines as well as of certain Vodafone Group policies (Konzernrichtlinien) and the policies of theVantage Towers Group external communication risk management crisis management and corporate socialresponsibilities and the collaboration between the control functions of the Company and Vodafone Group PlcUnder certain circumstances Vodafone Group Plcrsquos external auditor or Vodafone Group Plc may consult withthe external auditor of the Company or a subsidiary of the Company and request access to audit documents orVodafone Group Plc or Vodafone Germany may participate in certain meetings with tax authorities TheCompany is permitted to request certain information regarding the Vodafone Group reasonably required for theCompany or other members of the Group to comply with applicable laws including but not limited to therules of any national stock exchange

The Relationship Agreement has an initial fixed term of 24 years (ie until March 7 2045) and will beautomatically renewed for further consecutive fixed terms of eight years each unless one party terminates theRelationship Agreement no later than 12 months prior to the expiration of the respective term by giving writtennotice to the other party

The Relationship Agreement except for certain limited provisions terminates automatically if VodafoneGroup Plc ceases to control the Company The term ldquocontrolrdquo is defined in the Relationship Agreement andmeans the power to directly or indirectly cause the direction of the management and affairs of the CompanyFurthermore the Relationship Agreement may be terminated by either party if Vodafone Group Plc no longeraccounts for the Company as an associated undertaking within its consolidated financial statements preparedunder applicable law

Each party has the right to terminate the Relationship Agreement for good cause (aus wichtigem Grund) ifthe other party is in material breach of any of its material obligations under the Relationship Agreement andsuch breach is not cured by restitution in kind (Naturalrestitution) or to the extent this is not possible full

205

indemnification within 30 days of a written notice to the breaching party In certain limited circumstancesVantage Towers must indemnify Vodafone Group Plc for tax losses that result in a tax benefit to VantageTowers caused by an intentional or negligent breach by Vantage Towers of its obligations under the agreementVodafone Group Plc shall have the right to terminate the Relationship Agreement if Vodafone Group Plcdefinitively decides not to pursue the Offering Delivery of a termination notice in case of a termination forgood cause to the other party shall take immediate effect unless such notice stipulates a notice period(Auslauffrist) of up to six months

1712 Vodafone MSAs

In each of Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland thelocal Vantage Towers operating company has entered into a Vodafone MSA with the Vodafone Operator Theprincipal provisions of these Vodafone MSAs are set out below However the specific provisions of eachagreement vary from country to country

17121 Duration

Each Vodafone MSA has an initial term of eight years until November 2028 (the ldquoInitial Termrdquo) whichautomatically extends for three eight-year periods unless at the end of each term the Vodafone Operatordecides not to extend Extension rights renew for all Sites within a particular jurisdiction or none of them (egldquoall or nothingrdquo) The Vodafone MSAs contain customary termination rights exercisable by either party forcause In Greece Vodafone Greece may terminate the MSA if Vantage Towers Greece materially breachescertain non-compete obligations and equal treatment obligations A Vodafone Operator may also terminate aVodafone MSA if a competitor of Vodafone acquires control of the Vantage Towers Group company that isparty to the respective agreement in a transaction that other than in Greece takes place after VodafoneGroup Plc has itself given up control of the subject Group company in a previous transaction (ie aSubsequent Change of Control)

17122 Services

Pursuant to the Vodafone MSAs the Group companies provide the Vodafone Operators with the followingservices on all Legacy Sites and any BTS Sites (i) hosting services (ii) energy services (iii) Site modificationservices (iv) BTS services (v) Site access and OampM services and (vi) EMF services (other than in Greece)which are optional (together the ldquoVodafone MSA Servicesrdquo) The Group companies are also generallypermitted to offer similar services to other MNOs on the Sites Unless agreed otherwise the Vodafone MSAServices exclude (i) the Vodafone Operatorrsquos EMF compliance obligations (ii) maintaining the ActiveEquipment (iii) health safety and environment accountability for the Active Equipment and (iv) installingcommissioning and decommissioning the Active Equipment

17123 Charges

The consideration paid by Vodafone to Vantage Towers under the Vodafone MSAs comprises servicecharges energy charges and certain non-recurring payments (including recharged capital expenditure) that theVodafone Operators are required to pay the Group companies in respect of each Site The service chargesinclude base service charges and additional service charges

Base service charges are charged for hosting services OampM services and where provided EMF servicesThe base service charges and additional service charges discussed below are increased annually For the annualincreases during the first two Contract Years (as defined in the glossary) see ldquo1671 The Vodafone GrouprdquoThereafter the charges will increase annually by reference to an agreed CPI The CPI typically has a floor of0 (other than in Germany where the floor is negative 2 to comply with legal requirements) and a cap of 2(other than Hungary where the cap is 3) In Greece the base service charges are adjusted by the agreed CPIon April 1 2021 and each April 1 thereafter There is also a lease recovery charge if ground lease costsincrease above certain thresholds

If a tenancy is added to a Site the Vodafone Operator receives an additional tenant discount to its baseservice charge unless the tenant was colocating on the Site at the effective date of the Vodafone MSA and isinstalling more Active Equipment or renewing its Site agreement Other than in Greece (where the discountdoes not apply) and within certain Central and Eastern European markets (where the discount is lower) theadditional tenant discount is 15 of the original anchor fee on a Site The discount does not apply toVodafonersquos ldquowhite spotrdquo partners sharing on German ldquowhite spotrdquo Sites or to additional active sharingcounterparties on any Site

206

Additional service charges include amongst others charges payable on Strategic Sites (if applicable) andCritical Sites as well as Sites on which the Vodafone Operator engages in active sharing The Active sharingcharges do not apply to certain types of active sharing

The Vodafone Operator typically pays Active Energy charges in respect of its Active Equipment on thebasis of an estimated model if the Sites do not have sub-meters After sub-meters are installed the VodafoneOperator will pay Active Energy charges on the basis of the metered amount of energy they consume Inrespect of Passive Infrastructure-related energy costs the Vodafone Operator pays a fixed rate which is subjectto periodic review

The Vodafone Operator pays certain non-recurring charges under the Vodafone MSAs including rechargedcapital expenditure related to the modification of any Sites up to standard configuration Standard configurationis a standard technology-agnostic configuration designed to accommodate a typical radio system Standardconfiguration includes elements such as floor space occupied on the Site weight of remote radio units antennapositions and antenna size microwave dish diameter power consumption and EMF output Unless otherwiseagreed the Group company bears the capital expenditure cost of any Site modifications although for upgradesbeyond the standard configuration the Group recoups its costs through additional loading charges

17124 Maintenance Obligations

The Group company must perform a range of routine maintenance activities so as to ensure that each Siteis kept in good working order

17125 Site Space

Each Vodafone Operator has space reserved for it on the Sites subject to its respective Vodafone MSAReserved space may generally be offered to other customers if the Vodafone Operator does not use it subject tocertain conditions In addition to its reserved space the Vodafone Operator may request further space foradditional Active Equipment Unless otherwise agreed the Group company must make any Site modificationsto accommodate a Vodafone Operatorrsquos request where feasible although the Vodafone Operator mustreimburse the Group company or pay loading charges depending on whether the Site modification is within oroutside of standard configuration See ldquo17123 Chargesrdquo above

17126 BTS Site Commitment and Deployment of BTS Sites

Under the Vodafone MSAs Vodafone has committed to contract for the construction of approximately6600 new BTS Sites in Germany Spain and Other European Markets between April 1 2021 and March 312026 Up to 10 of these new BTS Sites can be deferred for a period of twelve months after the twelvemonths ending March 31 2026 In Greece Vodafone has committed to contract for the construction of 250 newBTS Sites between November 17 2020 and November 16 2025 The charges on standard configuration Sitesconstructed pursuant to the Vodafone BTS Commitment are in line with the charges for standard configurationSites and have built-in adjustments if the capital expenditure for building the Sites exceeds certain thresholdsIn Greece certain types of Sites have alternative pricing terms

The Vodafone Operator may from time to time request that the Group company deploys additional BTSSites Upon agreeing a request the Group company must obtain the necessary approvals and complete thedeployment of the Site within the agreed time period

17127 Preferred Supplier

Subject to certain exceptions in Greece each Vodafone MSA grants the Group company a right of firstoffer when a Vodafone Operator seeks to deploy Sites over and above the Vodafone BTS Commitment subjectto customary exclusions making the Group a preferred supplier for Vodafone The pricing terms for such BTSSites are to be agreed between the parties

17128 Site Exits

The Vodafone Operator may in each Contract Year terminate up to 05 of the total number of Siteagreements in effect at the beginning of that Contract Year (the ldquoMSA Exit Allowancerdquo) with at least sixmonthsrsquo written notice subject to certain conditions Any unused MSA Exit Allowance can generally be carriedforward for two further years If the Vodafone Operator terminates more Site agreements during a ContractYear than permitted it is required to pay compensation to the Group In addition to the MSA Exit Allowanceif a Vodafone MSA is extended after the end of its initial term the local Vodafone Operator can typically

207

terminate up to 5 of the total number of Site agreements at Legacy Sites in effect as at the beginning of thefinal Contract Year of the Initial Term typically increasing to 10 for the second and third terms with effect atthe end of the respective term

The Vodafone Operator bears all costs and expenses associated with removing the Vodafone OperatorEquipment from any exited Site

17129 Strategic Sites

Under the terms of the Vodafone MSAs the Vodafone Operator may subject to compliance withapplicable law and a cap of 10 of the total Site portfolio in the respective market designate any Site that is ofstrategic importance to it from a network management perspective as a Strategic Site As of December 312020 approximately 3 of the Grouprsquos Sites were designated as Strategic Sites On Strategic Sites the Groupcompany is required to obtain the Vodafone Operatorrsquos prior written consent before allowing any third party toinstall equipment or use any available space unless in either case a third party already has equipment installedor has a binding contractual right to install additional equipment Vantage Towers receives a premium of 20to 30 on Strategic Sites

171210 Critical Sites

The Vodafone Operator may also designate any Site including a Strategic Site as a Critical Site CriticalSites are typically subject to a cap of 10 of the total Site portfolio in the market unless otherwise agreed OnCritical Sites the Vodafone Operator pays a premium for the Group company to meet higher service levels Forthe avoidance of doubt a Site being designated as a Critical Site does not impact Vantage Towersrsquo ability tosell space on the Critical Site to other customers

171211 Active Sharing Arrangements

The Vodafone MSAs in Spain Portugal Greece and Romania detail the interaction between the VodafoneMSA terms and Vodafonersquos Active Sharing Arrangements with other MNOs in these markets In Spain andPortugal the Vodafone Operator is permitted a fixed number of Site exits in connection with the ActiveSharing Arrangements which will not count towards the MSA Exit Allowance described above and will notreduce revenues Active sharing charges apply to Vodafone Operators in these markets where their activesharing partner is sharing on a Site

171212 Enhanced Cooperation

If certain events arise (eg the Group company commits certain material breaches of the Vodafone MSA)the Group company is given a period (the ldquoRemedy Periodrdquo) to remedy the issue There is no Remedy Periodfor breaches of equal treatment in Greece During the Remedy Period the Vodafone Operator has the right toaccess additional information and interact with Vantage Towers personnel in relation to the issue After theRemedy Period the Vodafone Operator has the right to engage a third-party subcontractor to implement aremediation plan within a fixed period

171213 Liability

Under the terms of each Vodafone MSA the Vodafone Operatorrsquos and the Group Companyrsquos maximumliability in any Contract Year arising out of or in connection with a Vodafone MSA or all ISAs is capped atamounts that the Company believes are customary for contracts of this nature

171214 Governance

Each Vodafone MSA provides for the appointment of one commercial panel and up to two operationalpanels which meet regularly to resolve operational and commercial issues and a Joint Executive Committeewhich is responsible for the maintenance of a constructive and strategic relationship between the parties TheJoint Executive Committee consists of strategycommercial finance technology and legal representatives ofVodafone and the Company The Joint Executive Committee is also the final escalation point for disputesbetween the governance committees and provides an opportunity for an overall review of the Grouprsquosperformance

If a dispute arises between the Group company and the Vodafone Operator in respect of a Vodafone MSAthe matter must be escalated first to relationship managers of each party then to the commercial or operationalpanels (as appropriate) then to the Joint Executive Committee If the matter is not resolved after following this

208

procedure the parties may refer the dispute to the respective chief executive officers of Vantage Towers AGand Vodafone Group Plc (in Greece the dispute is first escalated to the chief executive officers of VodafoneGreece and Vantage Towers Greece before this final escalation stage) If no agreement is reached at this stagethen the dispute must be referred to arbitration

1713 MSA between Cornerstone and Vodafone UK

Effective January 1 2021 Cornerstone and Vodafone UK entered into an MSA pursuant to whichCornerstone will provide certain services to Vodafone UK The key terms of the MSA are materially consistentwith the key terms of the Vodafone MSAs and include

bull Duration The MSArsquos initial eight-year term runs until January 2029 with renewal rights for eachsubsequent eight-year period on a materially ldquoall-or-nothingrdquo basis

bull Services Cornerstonersquos services include the day-to-day management of agreements with third-partySite providers on behalf of Vodafone UK

bull Charges The base service charges are increased annually by reference to an agreed CPI with a cap of3 and a floor of 0 Charges for the 12 months ending March 31 2022 will reflect a 1 increaseover the charges for the prior year In order to reflect the cost of upgrades and the utilization of morephysical space Cornerstone is compensated for Sites on which Vodafone UK and Telefoacutenica UKunwind an active sharing tenancy at an amount that equates to a premium of approximately 40 onan existing Site Active sharing premiums are not applied for active sharing between Vodafone UKand Telefoacutenica UK

bull BTS Site Commitment and Deployment of BTS Sites Vodafone UK has jointly committed withTelefoacutenica UK to commission approximately 1200 Macro Sites by April 1 2025

bull Strategic Sites Vodafone UK may designate up to 500 Sites as Strategic Sites

1714 Cornerstone Passive Sharing Agreement

Effective January 1 2021 Vodafone UK Telefoacutenica UK and Cornerstone entered into a passive sharingagreement (the ldquoCornerstone Passive Sharing Agreementrdquo) in order to terminate the previous MSAs betweenthe parties set out the basis on which Cornerstonersquos new MSAs with Vodafone UK and Telefoacutenica UK hadbeen entered into and agree certain other commercial and governance principles for the commercialrelationships between and amongst the parties In support of this purpose the Cornerstone Passive SharingAgreement provides for certain equal treatment arrangements between the parties a material breach of whichcan trigger a termination right for the affected operator under its MSA The Passive Sharing Agreement alsoprovides for asset transfer in respect of the Sites Vodafone UK and Telefoacutenica UK contributed to orcommissioned from Cornerstone in the event of an MSA termination right arising from a material breach byCornerstone of its obligations under the MSA with either MNO This transfer may be exercised at a price thatis below market value


In each of Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland aVodafone Operator has entered into a Long-Term Services Agreement with the local Group operating companyPursuant to the Long-Term Services Agreements the parties may each act as service provider and provide orprocure the provision of certain long-term services (the ldquoLong-Term Servicesrdquo) to the other party (and in thecase of the Vodafone Operator as service provider provide or procure the provision of services to anysubsidiary of the Group entity on the relevant commencement date of the respective Long-Term ServicesAgreement) The principal provisions of the Long-Term Services Agreements are set out below however thespecific provisions of each agreement vary from country to country In Greece both Long-Term Services andcertain transitional services are provided under the Long-Term Services Agreements The disclosures for theLong-Term Services Agreements for Greece relate to the Long-Term Services

17151 Duration

171511 Agreement Duration

Each Long-Term Services Agreement terminates when the last Long-Term Service under the respectiveagreement expires or is terminated Notwithstanding this a Long-Term Services Agreement will also terminateif the Vodafone MSA between the parties to the respective Long-Term Services Agreement is terminated In the

209

event that a Vodafone MSA is terminated the parties to the corresponding Long-Term Services Agreement mayagree to continue to provide certain services during the Exit Period if such services cannot be transferred to anew operator prior to the start of the Exit Period In this case the Long-Term Services Agreement will continueuntil the last Exit Period service terminates The Long-Term Services Agreements contain termination rights forcause (eg insolvency and material breach (which in the case of the service provider includes non-payment ofservice charges)) Other than in Greece the Vodafone Operator may also terminate a Long-Term ServicesAgreement with immediate effect upon a Subsequent Change of Control

171512 Service-Specific Durations

Under the terms of the Long-Term Services Agreements each Long-Term Service has a service-specificinitial term that ranges for periods of up to nine years Unless otherwise specified the initial service term foreach Long-Term Service automatically renews for successive periods of twelve months each unless the servicerecipient gives notice of non-renewal or the Long-Term Service is otherwise terminated In the event that aLong-Term Service is due to expire and the service recipient demonstrates that the transfer of such service to anew operator will not be completed by the expiry of the service term as a result of the service provider notfulfilling its transfer obligations under the agreement then the service term may be extended for a reasonableperiod of time (taking into account the extent of the migration failure and its impact on the transfer of theservice) such period to be no longer than the minimum amount of time needed by the service recipient torecover the delay

The service recipient may terminate a Long-Term Service before the end of its initial service term (unlessotherwise specified) subject to complying with the relevant service-specific notice period and paying anystranded costs of the service provider which cannot be avoided or mitigated (as applicable) The serviceprovider may terminate a Long-Term Service before the end of its term as long as it gives twelve monthsrsquonotice and such termination can only become effective five years after the relevant commencement date of therespective Long-Term Services Agreement In Greece the service provider can terminate on twelve monthsrsquonotice provided that any such termination will be effective no earlier than the expiry of the initial service term(being three years from the relevant service commencement date)

If a service provider provides a service recipient with an IT system or software as part of a Long-TermService and the service provider subsequently decommissions the IT system or software such that the serviceproviderrsquos group discontinues the use of such IT system or software for their own purposes the Long-TermServices Agreement provides mechanisms under which alternative arrangements can be put in place to continuethe provision of the affected Long-Term Service (including the replacement of the discontinued IT with anyreplacement system or software (where applicable) at the cost of the service provider)

The parties will agree a transfer plan to migrate the Long-Term Services to a new operator by the end ofthe service term (initial service term plus any extensions) Without prejudice to the obligation to carry out thetransfer plan the service provider shall give any reasonable assistance necessary for the transfer of each Long-Term Service Each party is responsible for their own migration costs except in the event that the Long-TermServices Agreement is terminated for fault (or the corresponding Vodafone MSA is terminated for fault) inwhich case the party at fault must reimburse the other party for its costs related to the transfer Anydisagreements regarding the transfer plan may be escalated for review by the services panel or the commercialpanel under the Vodafone MSA governance arrangements

17152 Services

Under each Long-Term Services Agreement

bull the Vodafone Operator provides one or more services which may include but are not limitedto (i) OampM field services (other than in Greece where Victus provides or procures OampM fieldservices) (ii) supply chain management including supporting VPC procurement activities with ad-hoc support from local supply chain management teams in areas such as business partnering andcontractdemand management and providing project support (iii) IT services (iv) HR services(v) workplace services including associated facility services cleaning and maintenance and utilities(vi) employee relations and (vii) certain legal and finance services OampM field services may includeexternal services that are provided by third-party service providers and also the internal servicesprovided by the Vodafone Group operating company managing the provision of the third-partyservices External OampM field services may consist of network monitoring ticket creation andtracking preventative maintenance infrastructure care and repair corrective maintenance and accessmanagement (other than in relation to Romania where such services are provided by Vodafone

210

Romania) Internal OampM field services may comprise performance and interaction management (egevaluation of key performance figures monitoring and liaising with third parties) aligning capacitydemands with partner capacity contract and commercial management ensuring operational readinessamongst third-party partners and engaging with field service partners to develop strategies andpolicies and to assess capabilities and initiate improvements IT services may include operational andbusiness support systems (eg IT systems licensing lifecycle management and operational support)onsite service support (eg hardware use and replacement) and IT service desk and system hotlinesincluding providing a single point of contact for IT services first line IT support services and incidentmanagement and

bull not every Group company that is party to a Long-Term Services Agreement provides services to theVodafone Operator under the agreement If the Group company does provide services to the VodafoneOperator these may include but are not limited to (i) managing certain third-party service providersand (ii) managing the life cycle of power and cooling equipment on certain indoor Sites In GreeceVantage Towers provides Vodafone with services relating to the deployment and civil works on Sitesoutside of the scope of the demerger from Vodafone and licensing services for Sites within the scopeof the Greek Vodafone MSA

The Long-Term Services may include services that are provided by third parties pursuant to third-partyservice agreements or services which require third-party consents The service provider is exclusivelyresponsible for managing the relationships with its third-party service providers In the event of any disruptionto third-party services the Long-Term Services Agreements provide mechanisms under which alternativearrangements can be put in place for the continued provision of the relevant service If the service provider asksto sub-contract to a third-party service provider a Long-Term Service for which a sub-contractor was notpreviously used to provide such service (as at the relevant commencement date of the respective Long-TermServices Agreement) the service recipient has the option of requesting that the service provider assist it indirectly engaging such third party to perform the services subject to certain conditions

Generally under the terms of the Long-Term Services Agreements the service provider must ensure thatthe Long-Term Services (other than certain critical services and third-party services to which service levelsapply) are provided to the standard to which on average such service or an equivalent activity was undertakenduring the twelve months prior to the relevant commencement date of the respective Long-Term ServicesAgreement

Critical Services (being those services specified as being critical in the Long-Term Services Agreementalong with corresponding service levels) and third-party services to which service levels apply must meet theprescribed service levels In both cases the service provider must ensure that it has procedures in place tomonitor the quality of such services and report on them to the service recipient on a monthly or other agreedbasis If Critical Services or third-party services do not meet the applicable service levels and such failure hasor would reasonably be expected to have material detrimental effect on the ability of the service recipient tobenefit from such service the Long-Term Services Agreements provide for a process to remedy such failuresand allocate costs for any remediation

17153 Charges

Service-specific charges are payable in respect of each Long-Term Service

Except in Greece at the request of the service recipient an initial review of the service charges may beconducted within a prescribed period after the Commencement Date to determine if the service recipient (actingreasonably) does not require one or more of the Long-Term Services to support the ongoing operation of itsbusiness (and can therefore terminate one or more of them) or if any service charges need to be changed In alljurisdictions service charges are reviewed annually (on request of either party) to determine if changes arerequired based on changes in the costs to the service provider The service provider may request a furtherreview once a year in the event of increases in third-party costs and the service recipient may request a furtherreview once a year in the event of decrease in such costs

17154 Governance

The performance of the Long-Term Services is coordinated and monitored by the four governancecommittees that administer the Vodafone MSAs In addition three temporarytransitional panels have beenconstituted to administer services rendered under the Long-Term Services Agreements and meet on a monthlybasis

211

bull the TSA Transition Panel which reviews the status of recruitment reviews and approves the use offull time Vodafone Group employees and agrees the support required to facilitate the migration of theLong-Term Services The TSA Transition Panel consists of two representatives from the VodafoneGroup and three representatives from the Group

bull the Third-Party Services Review Panel which is responsible inter alia for reviewing theperformance of third-party suppliers on the basis of service levels high-priority tickets and stocklevels and discussing and preparing recommendations on negotiations with third-party serviceproviders The Third-Party Services Review Panel is comprised of representatives from the VodafoneGrouprsquos vendor management team and the Grouprsquos infrastructure team and

bull the TIMSEVO Panel which monitors the status of TIMS and EVO implementation and agreestimelines and project budgets The panel is comprised of three representatives from the VodafoneGroup and two from the Group

In Greece this structure is slightly different in that there are three governance committees and onetransitional panel

If a dispute arises between the parties in relation to a Long-Term Services Agreement a relationshipmanager from each party will meet to discuss the dispute If the dispute is not resolved or cannot in thejudgment of the relationship managers be resolved it can be referred to the TSA Transition Panel From here adispute can be referred to the Third-Party Services Review Panel or the commercial panel under the VodafoneMSA governance arrangements (depending on the nature of the dispute) If a dispute is not resolved at theThird-Party Services Review Panel it can be referred to panels established by the Vodafone MSAs If thematter remains unresolved the parties can refer the dispute to the chief executive officer of the VodafoneGroup and the chief executive officer of the Group The parties may agree to refer an unresolved dispute to anypanel or committee without referring the dispute to each panel or committee in the order outlined above If noagreement is reached then the dispute is referred to arbitration

Disputes related to the arithmetical calculation of service charges the cost of changing the agreements orany other matter that the parties agree requires expert determination may be referred directly to the JointExecutive Committee which may refer such disputes for expert determination


The Portfolio Management Agreements (ie the Czech PMA and the Romanian PMA) set out the servicesprovided by Vantage Towers Czech Republic and Vantage Towers Romania to Vodafone Czech Republic andVodafone Romania respectively in respect of the phase 2 Sites in these jurisdictions The PortfolioManagement Agreements are based on the terms of the corresponding Vodafone MSAs with the principaldifferences being (i) changes in the scope of services to reflect that Vantage Towers Czech Republic andVantage Towers Romania will be performing certain functions and managing the phase 2 Sites on behalf of therespective Vodafone Operators while legal title to those Sites remains with the Vodafone Operators and(ii) Vantage Towers will not be performing certain services at the phase 2 Sites under the terms of the PortfolioManagement Agreements (eg BTS services which will be performed on the terms of the applicable VodafoneMSA) The expiration date and termination rights of the Portfolio Management Agreements also differ from thecorresponding Vodafone MSAs

17161 Czech PMA

On September 1 2020 Vantage Towers Czech Republic and Vodafone Czech Republic entered into theCzech PMA a portfolio management agreement in respect of the Czech Consent Required Sites and thePassive Infrastructure thereon The Czech PMA was subsequently amended on November 16 2020 The CzechRepublic demerger is taking place in two phases because the ground lease agreements relating to 1948 CzechConsent Required Sites used in connection with Vodafone Czech Republicrsquos towers business containrestrictions on subletting to third parties which meant that not all of the legal titles to Vodafone CzechRepublicrsquos Sites could be transferred in a single phase Under phase 1 of the Czech Republic demergerVodafone Czech Republic retained legal ownership of the Czech Consent Required Sites but transferred theentire economic activity associated with and the right to exploit the Czech Consent Required Sites along withlegal ownership of all other Sites to Vantage Towers Czech Republic

Subject to the terms and conditions of the Czech PMA Vantage Towers Czech Republic will manage theCzech Consent Required Sites and the Passive Infrastructure thereon and will facilitate Vodafone Czech

212

Republicrsquos and other customersrsquo use of space on the Passive Infrastructure to install and operate theirequipment for the purpose of operating telecommunications networks

171611 Duration

The Czech PMA will remain in effect until Vodafone Czech Republic does not retain a property interest inthe final remaining Czech Consent Required Site Vodafone Czech Republic may terminate the Czech PMA ifVantage Towers Czech Republic is subject to an insolvency event

With respect to each individual Site the Czech PMA expires when (i) Vodafone Czech Republicrsquosproperty interest has been transferred to Vantage Towers Czech Republic (or another member of the Group) or(ii) the ground lease agreement in respect of the property has either expired or been terminated and has notbeen renewed in the name of Vodafone Czech Republic There is a general obligation under the Czech PMAfor Vantage Towers Czech Republic to use reasonable endeavors to obtain consent for subletting at the CzechConsent Required Sites before the second demerger From the date that Vodafone Czech Republicrsquos propertyinterest in a Czech Consent Required Site transfers to Vantage Towers Czech Republic (or another member ofthe Group) the Site will be subject to the terms of the Vodafone MSA between Vodafone Czech Republic andVantage Towers Czech Republic (the ldquoVodafone Czech MSArdquo) Any Czech Consent Required Sites that do notreceive landlord consent may need to continue to be owned by Vodafone Czech Republic and remain subject tothe Czech PMA

Vodafone Czech Republic may terminate PMA Equipment Services (as defined below) in the event of achange of control or at the end of each eight-year period of the Czech PMA up to 32 years Subject to certainlimitations Vodafone Czech Republic may also remove its equipment from and terminate PMA EquipmentServices at Czech Consent Required Sites during Site exit periods as part of an exit allowance regime thatmirrors the MSA Exit Allowance See ldquo171615 Certain Common Provisions with the Vodafone MSAsrdquoUnder the Czech PMA in the case of Czech Consent Required Sites during such exit periods Vantage TowersCzech Republic retains the option to continue to operate the Site and to seek landowner consent for its transferIf the Vodafone Czech MSA is terminated by either party in accordance with its terms PMA EquipmentServices automatically terminate The Czech PMA also contains customary termination rights for causeequivalent to those in the Vodafone Czech MSA

In connection with the Czech Republic demerger Vantage Towers Czech Republic will use reasonableendeavors to procure the required consent of the landowners to permit subletting and so enable the transfer ofthe ground lease agreements relating to the Czech Consent Required Sites to Vantage Towers Czech Republicwithin a reasonable time in advance of the date of phase 2 of the Czech Republic demerger

171612 Services

Vantage Towers Czech Republic provides the following services in respect of Passive Infrastructurelocated on the Czech Consent Required Sites (i) space management (ii) Site modifications (iii) Site accessmanagement and OampM services (iv) EMF management (at Vodafone Czech Republicrsquos option) ((i) to(iv) together ldquoPMA Equipment Servicesrdquo) (v) energy management (vi) other customer managementservices and (vii) landowner management Other customer management services consist of managing VodafoneCzech Republicrsquos agreements with other customers in respect of the Czech Consent Required Sites and thePassive Infrastructure thereon such that Vodafone Czech Republic fulfils its obligations to other customerswhile retaining space for Vodafone Czech Republic on the Sites Other customer management services alsoinclude marketing the Sites negotiating and agreeing contracts in respect of the Czech Consent Required Sitesand the Passive Infrastructure thereon invoicing customers and raising risks or issues regarding othercustomers to Vodafone Czech Republic Landowner management services consist of managing agreements withlandowners including exercising rights under the agreements managing disputes reporting risks or issues toVodafone Czech Republic facilitating and arranging rent payment and executing the renegotiation strategyVodafone Czech Republic has granted Vantage Towers Czech Republic a power of attorney in relation toVodafone Czech Republicrsquos relationships with other customers landowners and energy providers to enable it tomanage these relationships Vodafone Czech Republic has retained defined rights with regard to its relationshipwith certain customers so that the terms of any new agreement negotiated by Vantage Towers Czech Republicwith these customers on behalf of Vodafone Czech Republic will be on the then-current terms of the existingagreement between the relevant parties As Vantage Towers Czech Republic will perform Vodafone CzechRepublicrsquos obligations under certain customer and landowner contracts that remain with Vodafone CzechRepublic Vantage Towers Czech Republic will indemnify Vodafone Czech Republic against any third-partyclaims in respect of the Czech Consent Required Sites or the Passive Infrastructure thereon except to the extentthe claim results from Vodafone Czech Republicrsquos own failures

213

Unless agreed otherwise the PMA Equipment Services exclude the same services excluded under theVodafone MSAs

Vantage Towers Czech Republic must perform the services so as to meet or exceed service levels on thesame terms and subject to the same conditions as those in the Vodafone MSAs See ldquo17122 Servicesrdquo

171613 Charges and Payments

The charges paid by Vodafone Czech Republic to Vantage Towers Czech Republic for services performedunder the Czech PMA comprise the same charges administered under the Vodafone MSAs but include a smalldiscount to reflect the fact that the Czech Consent Required Sites are still owned by Vodafone Czech RepublicSee ldquo1712 Vodafone MSAsrdquo In addition Vantage Towers Czech Republic is entitled to receive all of therevenue from other customers in respect of the Czech Consent Required Sites and the Passive Infrastructurethereon

As is the case under the Vodafone Czech MSA until the earlier of the installation of sub-meters at therelevant Czech Consent Required Site and three years after the effective date of the Czech PMA VodafoneCzech Republic pays Active Energy charges in respect of its active equipment on the basis of the interimestimated model Thereafter Active Energy charges are based on the long-term model calculated according toactual usage

Under the Czech PMA Vantage Towers Czech Republic is responsible for undertaking any upgradesmodifications or maintenance in respect of a Czech Consent Required Site however Vodafone Czech Republicwill reimburse Vantage Towers Czech Republic for all capital expenditure related to Site modifications ordeployment where it has been incurred in accordance with good industry practice

Vantage Towers Czech Republic is responsible for the monthly payment to Vodafone Czech Republic ofan amount equal to the accrued monthly depreciation related to the Sites and the Passive Infrastructure

Vantage Towers Czech Republic is responsible for ensuring payment from a bank account nominated byVodafone Czech Republic of any invoices received by Vodafone Czech Republic for amounts due tolandowners third parties in respect of rights of way and energy providers Vantage Towers Czech Republicthen arranges for this amount to be recharged from Vodafone Czech Republic to Vantage Towers CzechRepublic


Vodafone Czech Republic may exercise rights in certain circumstances and both parties are subject to thegovernance structure agreed between the Vodafone Group and the Vantage Towers Group See ldquo171212Enhanced Cooperationrdquo

171615 Certain Common Provisions with the Vodafone MSAs

Other than as set out above and subject to amendments required to reflect the portfolio managementagreement construct the Czech PMA contains the same rights and obligations with regard to the followingareas as those set out in the Vodafone MSAs (i) Site space additions modifications upgrades requested byVodafone Czech Republic (ii) reserved Site space (iii) active sharing (iv) Site exits (v) decommissioning and(vi) Strategic and Critical Sites See ldquo1712 Vodafone MSAsrdquo The caps on Strategic Sites and Critical Sitesapply to the total numbers of Strategic Sites and Critical Sites respectively under both the Czech PMA and theVodafone Czech MSA

17162 Romanian PMA

On November 16 2020 Vantage Towers Romania and Vodafone Romania entered into the RomanianPMA a portfolio management agreement in respect of the Romania Registration Required Sites and the PassiveInfrastructure thereon The Romanian PMA was amended on December 7 2020

The Romania demerger is taking place in two phases because the Romania Registration Required Assetsrequire registration with the local land registry before they can be legally transferred to a third party whichmeant that not all of the legal titles to Vodafone Romaniarsquos GBTs and consequently the Sites where thoseassets are present could be transferred in a single phase Under phase 1 of the Romania demerger VodafoneRomania retained the legal ownership of the Romania Registration Required Sites but transferred the entireeconomic activity including the net economic benefits associated with and the right to exploit the RomaniaRegistration Required Sites along with legal ownership of all other Sites to Vantage Towers Romania

214

Subject to the terms and conditions of the Romanian PMA Vantage Towers Romania will manage theRomania Registration Required Sites and the Passive Infrastructure thereon and will facilitate VodafoneRomaniarsquos and other customersrsquo use of space on the Passive Infrastructure to install and operate theirequipment for the purpose of operating telecommunications networks

The material terms of the Romanian PMA are the same as those of the Czech PMA set out above except

bull Services Other customer management services are provided for a specified and limited time periodin respect of Vodafone Romaniarsquos agreements with certain other MNOs When requested by VodafoneRomania and agreed to by Vantage Towers Romania services also include third-party relationshipand contract management Vodafone Romania has retained defined rights with regard to certaincustomer relationships and for some Sites certain landowner management services will be outsourcedunder the Romanian Long-Term Services Agreement

bull Duration There is a general obligation under the Romanian PMA for Vantage Towers Romania touse reasonable endeavors to register the Romania Registration Required Assets by no later thanAugust 30 2022 However a minority of those assets may not be capable of registration due tomissing or defective paperwork The associated Romania Registration Required Sites would not becapable of transfer and would remain in the ownership of Vodafone Romania and subject to the termsof the Romanian PMA

bull Power of attorney The power of attorney applies in relation to Vodafone Romaniarsquos relationshipswith landowners and other third parties

bull Sub-licensing Vodafone Romania may not sublicense or sublease any Romania RegistrationRequired Asset without Vantage Towers Romaniarsquos prior written consent

bull Charges and Payments The charges paid by Vodafone Romania to Vantage Towers Romania forservices performed under the Romanian PMA comprise the same charges administered under theVodafone MSAs There is no discount on charges under the Romanian PMA


In each of Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland thelocal Group company has entered into a Procurement Agreement with the VPC The Procurement Agreementsare standard procurement contracts to procure goods and services The principal provisions of the ProcurementAgreements are set out below however the specific provisions of each agreement may vary from country tocountry

17171 Duration

Each Procurement Agreement has an indefinite duration subject to the termination rights of the partiesThe parties may terminate a Procurement Agreement on twelve monthsrsquo notice subject in the case of theGroup company to two years having passed since the effective date of the respective Procurement AgreementThe VPC may terminate a Procurement Agreement on six monthsrsquo notice if there is a change in control of thelocal Group company The Procurement Agreements also contain certain other customary termination rights

In the event of the termination or cancellation of the Procurement Agreement or a VPC Deliverable orservice that the local Group company believes requires a staged transition the VPC will continue to procureand supply such VPC Deliverable or service on the same terms and conditions for a period of up to twelvemonths unless otherwise agreed between the parties

17172 Deliverables and Services

The Procurement Agreements govern the relationship between the VPC and the Group companies inrelation to the procurement and supply of all VPC Deliverables falling within a particular Migrated Category(as defined below) under the standard model and where applicable products services and systems (beingcombinations of products and third-party services integrated and operated together) through the agency modelA ldquoVPC Deliverablerdquo is any product third-party service system or material supplied created or performed bythe VPC or otherwise agreed that are included in the VPC price book and offered by the VPC on the standardmodel to the Group company

The VPC divides supply chain activities into five main types of procurement categories (i) networks(ii) IT (iii) services (iv) service platforms and (v) original design manufacturer (Vodafone branded or originaldesign manufacturer) terminals Under the terms of the Procurement Agreements the VPC after receiving a

215

positive recommendation from the Vodafone Grouprsquos Supply Chain Management Board (the ldquoProcurementAgreement Governance Bodyrdquo) determines which procurement categories it is responsible for (a ldquoMigratedCategoryrdquo) and whether the procurement of a particular product third-party service or system will beconducted using the standard model or the agency model The VPC reviews and sets the strategies for thecommercial delivery of the products third-party services and systems in the Migrated Categories

Once the VPC has become responsible for a Migrated Category and has communicated this to the Groupcompany the Group company is not permitted to purchase any product third-party service or system fallinginto such Migrated Category from a third party without the VPCrsquos consent If a Group company is alreadypurchasing such a product third-party service or system at the time the Migrated Category is designated and itis included in a price book offered to the Group company by the VPC or is available for purchase under anagreement entered into or negotiated by the VPC on behalf of the Group company the Group company mustterminate its purchase of the respective product third-party system or service The Group company must givethe VPC notice if it intends to purchase a particular product third-party service or system in a MigratedCategory

The standard model allows the local Group company to purchase Procurement Agreement Servicesdirectly from the VPC Under the agency model VPC acts as the Group companyrsquos agent sourcing productsand services to the Group companyrsquos specification and negotiating and where appropriate executing supplyagreements and managing the ongoing commercial relationships with suppliers The standard terms andconditions may be amended or supplemented for the procurement of a particular good or service In thesecircumstances the VPC prepares a summary of proposed terms which the local Group company reviews andcan suggest negotiation parameters and modifications If the local Group company does not provide anymodifications to the standard terms then it is deemed to have accepted the terms In the event that standardmodel terms have to be amended or supplemented in order to enable the procurement of a particular productthird-party service or system including for a particular third-party supplier the Group company has the right toaccept or reject such amendments or supplements

Under the Procurement Agreements the VPC may negotiate arrangements and make commitmentsregarding supply volumes and minimum spend guarantees with third-party suppliers for the benefit of theVodafone Group and Group companies Such proposed commitments are discussed with the ProcurementAgreement Governance Body the local Group company and any other Vodafone Group or Group companywith which the VPC has entered into a Procurement Agreement The local Group company and such otherparties are each required to give VPC notice of the share of the proposed commitment they are willing toaccept The VPC then allocates the level of commitment to the respective Group company (not to exceed suchcompanyrsquos proposal) after considering all proposed local commitments and taking into account therecommendation of the Procurement Agreement Governance Body If there is a discrepancy between theproposed commitment and the allocated commitment then there is an escalation procedure to resolve theconflict in good faith Additionally the local Group company is required to indemnify VPC for costs andclaims resulting from defaults or breaches of the confirmed commitment

The VPC has committed to using its best endeavors to procure that third-party suppliers comply withquality assurance and business continuity obligations Any failure in the performance of third-party servicesentitles the Group company to service credits

The VPC bears the risk of loss or damage to any product or any documentation necessary to the planninginstallation acceptance operation or maintenance of a VPC Deliverable until acceptance in line with theprocedure set out in the respective Procurement Agreement or delivery (as applicable) The Group companymay reject any VPC Deliverable that is subject to acceptance procedures and fails such procedures or within20 business days of delivery any VPC Deliverable that is not subject to acceptance procedures but is found tobe non-compliant with specifications or the terms of the respective Procurement Agreement


In each of Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland thelocal Vantage Towers Group company has entered into an inter-company agreement with VGSL for groupsupport services The Support Agreements are based on a standard form that VGSL enters into with othermembers of the Vodafone Group The principal provisions of the Support Agreements are set out below

17181 Duration

The Support Agreements have an indefinite duration subject to the ability of the parties to terminate theagreement on twelve monthsrsquo prior notice VGSL may terminate a Support Agreement if Vodafone Group Plc

216

holds 50 or less of the issued share capital in the Group company that is party to the respective SupportAgreement The parties also have termination rights in the case of insolvency material breach of law orunremedied breach of obligations under the respective Support Agreement Both parties may terminate specificservices on a case-by-case basis with the other partyrsquos consent

17182 Services

The Support Agreements govern the ongoing services that VGSL provides to Group companies on anequivalent basis to those that it provides to other operating companies within the Vodafone Group This supportincludes HR services finance services technology and IT services and other group support function servicesincluding Vodafone shared services where relevant Services are performed on a reasonable endeavors basiswith limited liability for service delivery

The Support Agreements also include obligations on VGSL to meet the higher of previous servicestandards or the standard of service provided to the majority of other Vodafone companies that have enteredinto Support Agreements VGSL must use reasonable endeavors to provide relevant information on servicelevels when requested Either party may trigger an escalation process in the event of a dispute arising out of orin connection with service levels

17183 Charges

Charges are calculated based on an allocation of costs between service recipient entities

1719 VSSB MCA

On May 25 2020 the Company (known then as Vodafone Towers Germany GmbH) and VSSB enteredinto a multi-currency loan agreement for the making of advances up to a balance of EUR 110 million Thepurpose of the agreement is to allow the Company to participate in Vodafonersquos multi-currency cashmanagement system from which it can obtain funds for general corporate purposes or deposit with VSSBUnder the VSSB MCA daily transfers of currency balances will take place between the Company and VSSBthat will concentrate currency balances in the bank account of VSSB

The VSSB MCA has an unlimited duration subject to the ability of either party to terminate the agreementon 10 business daysrsquo notice VSSB may terminate the VSSB MCA with notice if the Company ceases to be asubsidiary of Vodafone Group Plc In this case all outstanding amounts under the facility will becomeimmediately due and payable

Interest accrues on all amounts paid to the Company under the VSSB MCA at an annual rate equal to theone-month reference rate for the currency in which the drawing is made as shown on Bloomberg plus a marginof 0125 If such Bloomberg reference rate is not available the reference rate is LIBOR Interest is calculatedat the end of each day during a calendar month on the basis of a 360365-day year and is paid in the currencyof the advance in arrears at the end of each month

The VSSB MCA is available on a revolving calendar month basis Amounts are transferred under theagreement via a cash sweeping arrangement between the respective bank accounts of the Company and VSSBEach party must repay all advances under the agreement in full at the end of each calendar month at whichtime any loans under the VSSB MCA are reset to zero

Under the VSSB MCA if the Company enters into a loan agreement that is senior to the VSSB MCAwithout the consent of VSSB this may constitute an event of default The agreement also contains othercustomary events of default Upon the occurrence of an event of default VSSB may cancel the facilityeffective immediately or declare all balances immediately due and payable subject to a right of set-off

17110 Vodafone Germany MCA

On May 26 2020 the Company (known then as Vodafone Towers Germany GmbH) and VodafoneGermany entered into the Vodafone Germany MCA for the making of advances up to a balance ofEUR 250 million The purpose of the agreement is to allow the Company to participate in Vodafonersquos multi-currency cash management system from which it can obtain funds for general corporate purposes or depositfunds with Vodafone Germany The Vodafone Germany MCA contains similar principles as described abovewith respect to the VSSB MCA

217

17111 Indemnification Agreement

On March 8 2021 the Company entered into an indemnification agreement with Vodafone Group Plc andthe Existing Shareholder (the ldquoIndemnification Agreementrdquo) Under this Indemnification AgreementVodafone Group Plc and the Existing Shareholder have agreed to jointly and severally indemnify and holdharmless the Company from certain liabilities losses and damages resulting from or related to the Offeringincluding reasonable legal costs related to the defense against Offering-related claims subject to any deductionfor such damages of the Company reimbursed through any IPO-related insurance In addition VodafoneGroup Plc and the Existing Shareholder have agreed to jointly and severally reimburse the Company for allreasonable fees costs and expenses incurred in connection with the preparation and the execution of theOffering


For more information on the INWIT Shareholdersrsquo Agreement see ldquo16211 INWIT ShareholdersrsquoAgreementrdquo


For more information on the Cornerstone Shareholdersrsquo Agreement see ldquo16212 CornerstoneShareholdersrsquo Agreementrdquo


For more information on the Vodafone Investments Facility see ldquo16213 Vodafone Investments Facilityrdquo

172 Transactions with Related Parties in the Past

During the period ended on March 31 2019 the Company (named Blitz D19-410 GmbH at that time) wasa shelf company and did not enter into transactions with related parties During the twelve months endedMarch 31 2020 the Company (named Vodafone Towers Germany GmbH at that time) did not have anyoperations and did not enter into transactions with related parties

For a description of the transactions with related parties during the six months ended September 30 2020see Note 8 of the Audited Six-Month Condensed Combined Interim Financial Statements and during the threemonths ended December 31 2020 see Note 8 of the Unaudited Three-Month Condensed Combined InterimFinancial Statements

As part of the Reorganization the members of the Vantage Towers Group and members of the VodafoneGroup entered into various agreements governing aspects of the transactions which comprised theReorganization These included amongst others demerger agreements hive-down and spin-off agreementsframework agreements business transfer agreements share purchase agreements share transfer agreementsand related agreements For further details regarding the transactions during this period related to theReorganization see ldquo3 Reorganizationrdquo

For an overview regarding the compensation of the key management during the six months endedSeptember 30 2020 see Note 8 of the Audited Six-Month Condensed Combined Interim Financial Statementsand during the three months ended December 31 2020 see Note 8 of the Unaudited Three-Month CondensedCombined Interim Financial Statements

218

18 REGULATORY ENVIRONMENT

181 Telecommunications Regulation

In EU member states the telecommunications industry is subject to regulation at the European andnational levels however as a general matter Passive Infrastructure and Passive Infrastructure operators likeVantage Towers and its co-controlled joint ventures INWIT and Cornerstone are not subject to specific sector-related telecommunications regulation at the European level and are either not subject to sector-specificregulation or are subject to minimal sector-specific regulation at the national level

1811 EU Telecommunications Regulation

At the European level the principal telecommunications legislation is the European ElectronicCommunications Code 2020 (the ldquoEECC Coderdquo) which was established by the Directive (EU) 20181972of the European Parliament and of the Council of December 11 2018 and sets out a harmonized frameworkfor the regulation of telecommunications networks and services as well as associated facilities and servicesThe main objectives of the EECC Code are to develop high capacity telecommunications networks and ensuresustainable and effective competition between network operators and the interoperability of telecommunicationsservices while protecting the accessibility and security of such networks and promoting the interests of endusers EU member states were required to implement the EECC Code including its principles of transparencynon-discrimination and proportionality through national law by December 21 2020 As of the date of thisProspectus Hungary and Greece had implemented the EECC Code in national legislation and Germany SpainRomania Portugal the Czech Republic and Ireland were in the process of implementing the EECC Code

The EECC Code is based on the principle of asymmetric market regulation meaning that it applies only tomarkets designated by national regulatory authorities (ldquoNRAsrdquo) and only regulates entities with significantmarket power Under the EECC Code NRAs may choose to designate a particular market for regulationif (i) there are high and non-transitory barriers to market entry (ii) there is an absence of a trend towardeffective competition in the market within a particular time period and (iii) the application of competition lawalone is insufficient to address the competition issues within the market The EECC Code applies to theoperation of telecommunications networks and therefore as a general matter Passive Infrastructure operatorslike Vantage Towers are not subject to its provisions Currently neither Passive Infrastructure nor any part of itis identified as a regulated market in the European Commissionrsquos market list Furthermore the focus of NRAregulation under the EECC Code is the regulation of electronic communications services for the benefit ofend-users The EECC Code allows and places limits on the regulation of the wholesale-market includingPassive Infrastructure operators like the Group and its co-controlled joint ventures INWIT and CornerstoneHowever aspects of the EECC Code may impact Passive Infrastructure operators as providers of facilitiesassociated with telecommunications networks

The EECC Code permits NRAs to impose colocation and sharing obligations on MNOs in order to protectthe environment public health and public security or to meet national and local planning objectivesFurthermore under the EECC Code NRAs may attach conditions to spectrum grants to MNOs includingcommitments to share Passive Infrastructure or Active Equipment to ensure effective and efficient use ofspectrum to promote coverage or to encourage competition The EECC Code permits NRAs to impose accessobligations in connection with spectrum grants to ensure effective and efficient use of spectrum or promotecoverage In addition under the EECC Code NRAs may make the grant amendment or renewal of rights ofuse for spectrum conditional on wholesale access to promote effective competition and to avoid distortions ofcompetition Similar obligations may be imposed to provide network access to end users in areas with deficientor limited coverage due to economic or physical obstacles

1812 EU Member State Regulation

In the EU member states in which the Group and INWIT operate telecommunications legislation generallyprovides an overall framework in which MNOs can deploy and develop their networks Accordingly PassiveInfrastructure operators like Vantage Towers and INWIT are generally not subject to particular sector-relatedregulation or are subject to limited regulation as a result of their role in supporting national mobile networks

In Germany Spain Greece Ireland and Italy NRAs have not designated Passive Infrastructure operatorsas being subject to specific sector-related regulation and the local Group company and INWIT are notdesignated as regulated entities However in these jurisdictions Vantage Towers or INWIT may in certaincircumstances be required to grant access to MNOs (or other network operators or infrastructure providers)seeking to take actions with regard to Active Equipment

219

The Group is subject to specific sector-related regulation in Portugal the Czech Republic Romania andHungary where it is regulated and is required to register as a provider of electronic communications servicesandor an operator of a public communications network under the applicable telecommunications legislation InPortugal Passive Infrastructures must be run as an open platform and insofar as technically possible accessmust be granted to all MNOs which request access to or use of such Passive Infrastructure The Decree-Law1232009 establishes a general cost orientation principle on remuneration which will be further developed inregulations to be issued by the National Communications Authority A draft of the regulation has been preparedand was subject to public consultation In the Czech Republic Romania and Hungary the Group is required togrant another operator of a public communications network access to its Passive Infrastructure if such operatorrequests access for the installation maintenance or movement of Active Equipment In each of thesejurisdictions the Group receives compensation for such access However as a general matter PassiveInfrastructure operators in Portugal the Czech Republic Romania and Hungary are not subject to theauthorization license notification and similar requirements to which regulated MNOs are subject

1813 UK Regulation

The principal telecommunications law in the United Kingdom is the Communications Act 2003 (theldquoCommunications Actrdquo) The Communications Act grants authority to the Office of Communications(ldquoOfcomrdquo) the UKrsquos national regulatory authority for communications The UK Electronic CommunicationsCode which forms part of the Communications Act includes statutory rights for providers of electroniccommunications networks andor system infrastructure designated by Ofcom (a ldquoCode Operatorrdquo) OnMay 25 2017 Cornerstone was granted rights to install and maintain apparatus on under and over publicspaces simplified planning procedures and rights that can be enforced against private landowners CodeOperators are required to share the use of communications apparatus where practicable and install sufficientapparatus allowing for estimated growth in demand for communications services using such apparatus Ofcommay also impose infrastructure sharing conditions on Code Operators to encourage efficient investment intelecommunications infrastructure

Under the UK Electronic Communications Code the prices that landowners in the United Kingdom cancharge for a Code Operatorrsquos use of the landownerrsquos property is regulated The UK Electronic CommunicationsCode implements a ldquono schemerdquo valuation system if a code agreement is mandated or the court specifies termswhere the landowner and Code Operator cannot reach agreement The valuation of the rent is then based onmarket value to the landowner as opposed to any value attributable to the intention of the Code Operatorregarding current or future use of the Site as part of its network

182 Other Laws and Regulations

In the ordinary course of constructing its Passive Infrastructure and providing its services the Group isrequired to obtain maintain and routinely renew a variety of licenses authorizations and other permits fromadministrative and regulatory agencies in the markets in which it operates as well as rights-of-way fromutilities and other private and governmental entities This includes compliance with municipal building safetylaws which may require building permits depending on certain aspects of the Passive Infrastructure includingits height as well as municipal planning regulations

In addition Vantage Towers must comply with environmental and health and safety regulations inconnection with its business These include requirements relating to EMF the handling of electricalinstallations construction maintenance and lifting works transport warehousing and vehicle safety and wastemanagement The Group is also subject to state building safety laws and municipal planning laws pursuant towhich it must obtain certain permits and licenses in order to conduct its business

Furthermore Vantage Towers INWIT and Cornerstone are impacted by coverage obligations imposed onMNOs by national regulators which increase demand for the Grouprsquos services Coverage obligations areregulatory requirements to provide network coverage of certain quality over areas prescribed by variousgovernments and regulators in connection with spectrum auctions National regulators have been focused onusing coverage obligations to (i) increase coverage in rural areas (ie provide good voice and data servicesacross less populated areas) (ii) prioritize coverage of major terrestrial paths such as national roads and railtransport routes and (iii) ensure minimum mobile data connection speed targets contained in national andEuropean directives are met In Germany MNOs must provide coverage for 98 of households with more than100Mbit per second download speed by 2022 road and rail coverage 1000 new 5G base stations and 500 basestations in lsquowhite spotrsquo areas Similarly in Italy 700MHz and 37GHz spectrum allocated at the 5G spectrumauction in October 2018 included stringent coverage obligations MNOs are required to provide 80 and994 of the population with 5G network coverage within three years (or four years for new entrants) and four

220

and a half years respectively of auctioned spectrum becoming available in 2022 In the United Kingdomgovernment coverage obligations on 700MHz spectrum at the next spectrum auction have been replaced by anindustry-led SRN which provides for individual MNO coverage commitments In Spain the 700MHz spectrumauction is expected to take place during the first half of 2021 It is expected that the auction will includecoverage obligations requiring 100 coverage for towns of more than 20000 inhabitants within three years aswell as to motorways dual carriageways and multi-lane roads and high-speed railway passenger stations InPortugal the 5G spectrum auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands) finished inJanuary 2021 while the 5G spectrum auction for existing MNOs is ongoing and is expected to finish in thefirst quarter of 2021 MNOs acquiring spectrum in the auctions will be required to provide 5G coverage to 95of the countryrsquos total population by 2025 In Greece new obligations attaching to the 2GHz 35GHz 26GHzand 700MHz auctions in December 2020 include population coverage within the first three years a 100 Mbpsminimum level of downloaded data throughputs and a minimum of 300 5G Sites to be installed for the34-38 GHz spectrum Voluntary 5G coverage obligations are being expanded in Hungary and are already inplace in the Czech Republic They are also expected to be applied to spectrum expected to be auctioned inRomania and Ireland

221

19 INFORMATION ON THE COMPANYrsquoS EXISTING SHAREHOLDER

191 Current Shareholder

Prior to the completion of the Offering the Companyrsquos sole shareholder is Vodafone GmbH as theExisting Shareholder which is wholly owned by Vodafone Group Plc through Vodafone InvestmentsLuxembourg Sagraverl (ie Vodafone Investments) and Vodafone International 2 Limited two wholly ownedindirect subsidiaries of Vodafone Group Plc Vodafone Group Plc is a FTSE 100 English company listed on themain market for listed securities of the London Stock Exchange Plc and the NASDAQ Global SelectMarket LLC

The Existing Shareholder is a company with limited liability (Gesellschaft mit beschraumlnkter Haftung)organized under the laws of Germany and registered with the commercial register (Handelsregister) of the localcourt (Amtsgericht) of Duumlsseldorf Germany under HRB 38062 The registered office (Sitz) of the ExistingShareholder is in Duumlsseldorf Germany its business address is Ferdinand-Braun-Platz 1 40549 DuumlsseldorfGermany

Vodafone Group Plc is a public limited company incorporated in England and Wales The registered office(Sitz) of Vodafone Group Plc is Vodafone House The Connection Newbury Berkshire RG14 2FN England

Each share of the Company carries one vote at the general meeting of the Company All of the Companyrsquosshares confer the same voting rights There are no restrictions on voting rights The following table sets forththe Companyrsquos ownership structure as of the date of this Prospectus as well as the expected ownership structureupon completion of the Offering

Actual (direct) Ownership

As of the dateof this

Prospectus

Uponcompletion ofthe Offering(assuming allBase Shares

are placed noplacement ofAdditional

Base Shares(no exercise of

the UpsizeOption) andno placement

of Over-AllotmentShares (no

exercise of theGreenshoeOption))(1)


are placed allAdditional

Base Sharesare placed andfull exercise of

the UpsizeOption and noplacement of

Over-AllotmentShares (no



are placed allOver-

AllotmentShares are

placed and fullexercise of the

GreenshoeOption and noplacement ofAdditional


the UpsizeOption))(1)




the UpsizeOption and all

Over-AllotmentShares are


GreenshoeOption)(1)

(in )Existing Shareholder 10000 8243 7803 7979 7540Digital Colony mdash 439 439 439 439RRJ Capital mdash 395 395 395 395Public float(2) mdash 923 1362 1186 1626Total 10000 10000 10000 10000 10000

Notes

(1) Assuming an Offer Price at the low end of the Price Range of EUR 2250

(2) Includes Offer Shares that will be preferentially allocated to affiliates of Crystal Almond

192 Controlling Interest

As of the date of this Prospectus Vodafone Group Plc through the Existing Shareholder owns indirectly100 of the voting rights in the Company and therefore is considered to hold a controlling interest in theCompany pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- undUumlbernahmegesetz)

Following completion of the Offering and assuming placement of the maximum number of Base Sharesplacement of the maximum number of Additional Base Shares and full exercise of the Upsize Option andplacement of the maximum number of Over-Allotment Shares and full exercise of the Greenshoe Option theExisting Shareholder will continue to hold 7540 of the Companyrsquos share capital As a result the ExistingShareholder and indirectly Vodafone Group Plc will continue to indirectly hold a controlling interest in theCompany pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- undUumlbernahmegesetz)

222

20 GENERAL INFORMATION ON THE GROUP

201 Formation Incorporation History and Share Capital

The Company was formed as a shelf German limited liability company (Gesellschaft mit beschraumlnkterHaftung) under the laws of Germany by Blitz Erste Gruumlndungs GmbH in a notarial foundation deed(Gruumlndungsurkunde) dated February 18 2019 Its legal name (Firma) was ldquoBlitz D19-410 GmbHrdquo with itsregistered office (Sitz) in Duumlsseldorf Germany The Company was registered with the commercial register(Handelsregister) of the local court (Amtsgericht) of Duumlsseldorf Germany on February 28 2019 underHRB 85940

By share purchase agreement in the form of a notarial deed dated December 2 2019 Vodafone Germanyacquired 100 of the shares in the Company from Blitz Erste Gruumlndungs GmbH Subsequently the Companychanged its name to Vodafone Towers Germany GmbH registered with the commercial register(Handelsregister) on December 5 2019 and further changed its name to Vantage Towers GmbH registeredwith the commercial register (Handelsregister) on July 16 2020

On January 18 2021 the Companyrsquos shareholdersrsquo meeting resolved to change the Companyrsquos legal forminto a German stock corporation (Aktiengesellschaft) under the legal name ldquoVantage Towers AGrdquo TheCompany and the changes in its legal form and legal name were registered with the commercial register(Handelsregister) of the local court (Amtsgericht) of Duumlsseldorf Germany on January 26 2021 underHRB 92244

As of the date of this Prospectus the Companyrsquos share capital (Grundkapital) amounts toEUR 505782265 and has been fully paid up The Company was established with an original share capitalof EUR 25000 against contribution in cash On May 4 2020 the shareholdersrsquo meeting of the Company(named Vodafone Towers Germany GmbH at that time) resolved to increase the share capital from EUR 25000by EUR 274975000 to EUR 275000000 by issuing 274975000 new shares in the Company (the ldquoFirstCapital Increaserdquo) This First Capital Increase was carried out for the purpose of implementing the GermanHive-Down (see ldquo31 German Reorganizationrdquo) by way of contribution in kind (Sachkapitalerhoumlhung) Asconsideration Vodafone Germany received 274975000 new shares in the Company The consummation of thisFirst Capital Increase was registered with the commercial register (Handelsregister) of the Company at thelocal court (Amtsgericht) of Duumlsseldorf on May 19 2020 (see ldquo212 Development of the Share Capitalrdquo)

On November 17 2020 the shareholdersrsquo meeting of the Company (named Vantage Towers GmbH at thattime) resolved to further increase the share capital from EUR 275000000 by EUR 189504358 toEUR 464504358 by issuing 189504358 new shares in the Company to Vodafone Germany (the ldquoSecondCapital Increaserdquo) This Second Capital Increase was carried out in consideration for Vodafone Germanyrsquospayment of EUR 189504358 in cash (Barkapitalerhoumlhung) by Vodafone Germany to the Company Theconsummation of this Second Capital Increase was registered with the commercial register (Handelsregister) ofthe Company at the local court (Amtsgericht) of Duumlsseldorf Germany on December 4 2020 (seeldquo212 Development of the Share Capitalrdquo)

On January 7 2021 the shareholdersrsquo meeting of the Company (named Vantage Towers GmbH at thattime) resolved to further increase the share capital from EUR 464504358 by EUR 41277907 toEUR 505782265 by issuing 41277907 new shares in the Company (the ldquoThird Capital Increaserdquo) ThisThird Capital Increase was carried out in consideration for Vodafone Germanyrsquos payment of EUR 41277907in cash (Barkapitalerhoumlhung) by Vodafone Germany to the Company As consideration Vodafone Germanyreceived 41277907 new shares in the Company The consummation of the Third Capital Increase wasregistered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) ofDuumlsseldorf Germany on January 14 2021

202 Commercial Name Registered Office and Legal Entity Identifier

The Company is a stock corporation (Aktiengesellschaft) incorporated under the laws of the FederalRepublic of Germany having its registered office (Sitz) and its headquarters in Duumlsseldorf Germany The legalname of the Company is Vantage Towers AG It is registered with the commercial register (Handelsregister) ofthe local court (Amtsgericht) of Duumlsseldorf under HRB 92244 The Companyrsquos LEI is213800BBQO965UPQ7J59

The Company is the Grouprsquos parent company The Company and the Group operate under the commercialname ldquoVantage Towersrdquo

223

The Companyrsquos registered business address is at Prinzenallee 11mdash13 40549 Duumlsseldorf Germany(telephone +49 211 617120) The Companyrsquos website is (wwwvantagetowerscom) Information contained onthe Companyrsquos website is not incorporated by reference in this Prospectus and does not form part of thisProspectus

203 Financial Year and Duration

The Companyrsquos financial year ends on March 31 of each calendar year The Company was established foran unlimited period of time

204 Corporate Purpose

According to Article 2 of the Articles of Association the objects of the Company are the acquisitionleasing construction holding maintenance management or marketing leasing out and operation of passivemobile communications network infrastructures such as bearing structures of any kind which may be used forthe installation of active radio and transmission technology (eg antennas roofs chimneys or other Sites orspaces) and any other components of passive network infrastructure as well as the provision of any relatedservices (such as building fiber lines small cells special event cells and the fiberization of backhaul)

The Company is entitled to take any action and any business measures which seem to be directly orindirectly suitable required or useful to achieve the objects of the Company

The Company may establish branches and establish acquire or participate in other entities of the same ora similar type or manage such entities or limit itself in whole or in part to managing its participations inGermany and abroad or develop further areas of activity based on the aforementioned objectives It may alsohive down its business in whole or in part to any of its affiliates

205 Group Structure

The Company is the parent company of the Group The following diagram sets forth a summary (insimplified form) of the Companyrsquos position within the Vodafone Group and of the Companyrsquos significantsubsidiaries as of the date of this Prospectus The shareholdings presented also include shareholdings inaffiliated companies pursuant to sections 15 et seq AktG

Vantage TowersSpain






VG Plc

VodafoneInvestments

VEBV

VI2

VodafoneGermany

Company

CTHC


9010

INWIT

50




9987

62(3)332

100

100

100

100

100(2)

100 100 100 100 100 100

100

100

Notes(1) Vantage Towers Czech Republic 2 will transfer to the Group during phase 2 of the legal separation of Vodafonersquos towers business in Czech

Republic For more information see ldquo3214 Czech Republicrdquo(2) The Company owns 100 of the ordinary shares in CTHC VEBV holds one special share in CTHC For more information see

ldquo322 Consolidation under CTHC and Issuance of a Special Share in CTHCrdquo(3) CTHC will acquire the remaining 38 of Vantage Towers Greece after an option to purchase it was triggered by the Companyrsquos publication of

its ldquoIntention to Floatrdquo announcement on February 24 2021 The acquisition is expected to complete seven calendar days after Admission Seeldquo34 Acquisition of the Remaining 38 of Vantage Towers Greece by CTHCrdquo for more details

224

Legend

Defined Term Legal Name Country of Incorporation

Company Vantage Towers GmbH GermanyCTHC Central Tower Holding

Company BVNetherlands


England and Wales

INWIT Infrastrutture WirelessItaliane SpA

Italy

Vantage Towers Czech Republic Vantage Towers SRO Czech RepublicVantage Towers Czech Republic 2 Vantage Towers 2 SRO Czech RepublicVantage Towers Hungary Vantage Towers Zrt HungaryVantage Towers Ireland Vantage Towers Limited IrelandVantage Towers Portugal Vodafone Towers Portugal SA PortugalVantage Towers Romania Vantage Towers SRL RomaniaVantage Towers Spain Vantage Towers SLU SpainVEBV Vodafone Europe BV NetherlandsVG Plc Vodafone Group Plc England and WalesVodafone Investments Vodafone Investments

Luxembourg SAgraveRLLuxembourg

VI2 Vodafone International 2 Limited Jersey (England and Wales residentfor tax purposes)

Vodafone Germany Vodafone GmbH GermanyVantage Towers Greece Vantage Towers SA GreeceVodafone Greek TowerCo Vodafone Greece Towers SA GreeceWind Hellas Greek TowerCo Crystal Almond Towers Single

Member SAGreece

206 Significant Subsidiaries

The following table presents an overview of the Grouprsquos significant subsidiaries as of the date of thisProspectus

Legal name Registered office (Sitz) Segment

Direct andorindirectInterest

Central Tower HoldingCompany BV Rivium Quadrant 175

6th floor 2909 LC Capelle aanden IJssel the Netherlands

Other EuropeanMarkets

100(1)

Vantage Towers SL Avenida de Ameacuterica 115Madrid 28042 Spain

Spain 100

Vantage Towers Limited Mountainview LeopardstownDublin 18 Ireland


100

Vantage Towers SA 1-3 Tzavella str Halandri15231 Attica Greece

Greece 62(2)

Vodafone Towers Portugal SA Avenida Dom Joatildeo II nordm 368ordm Parque das Naccedilotildees 1998-017 Lisboa parish of Parquedas Naccedilotildees municipality ofLisbon Portugal


100

Vantage Towers sro Zaacutevišova 5025 Nusle 140 00Prague 4 Czech Republic


100

Vantage Towers SRL 201 Barbu Vacarescu Stmezzanine rooms 1 2 and 3District 2 Bucharest Romania


100

Vantage Towers Zrt 1096 Budapest Lechner Oumldoumlnfasor 6 Hungary


100

Notes(1) The Company owns 100 of the ordinary shares in CTHC VEBV holds one special share in CTHC For more information see

ldquo322 Consolidation under CTHC and Issuance of a Special Share in CTHCrdquo

(2) CTHC will acquire the remaining 38 of Vantage Towers Greece after an option to purchase it was triggered by the Companyrsquospublication of its ldquoIntention to Floatrdquo announcement on February 24 2021 The acquisition is expected to complete seven calendardays after Admission

225

207 Auditor

The Company appointed EY as auditor of (i) the unconsolidated annual financial statements of theCompany to be prepared in accordance with German GAAP pursuant to the HGB as of and for the twelvemonths ending March 31 2021 and (ii) the consolidated financial statements of the Group to be prepared inaccordance with IFRS as of and for the financial year March 31 2021

EY audited (i) the unconsolidated (separate) financial statements of the Company prepared in accordancewith German GAAP pursuant to the HGB as of and for the abbreviated financial year ended March 31 2020(ii) the unconsolidated financial statements of the Company prepared in accordance with IFRS as of March 312019 and for the period from February 28 2019 to March 31 2019 (iii) the unconsolidated financialstatements of the Company prepared in accordance with IFRS as of and for the twelve months ended March 312020 and (iv) the condensed combined interim financial statements of the Group as of and for the six monthsended September 30 2020 on each of which EY has issued an independent auditorrsquos report

EY is a member of the German Chamber of Public Accountants (Wirtschaftspruumlferkammer)Rauchstraszlige 26 10787 Berlin Germany

208 Announcements and Paying Agent

Pursuant to the Articles of Association the Companyrsquos announcements are published in the GermanFederal Gazette (Bundesanzeiger) Should a different form of publication be mandatory by law such form ofpublication shall replace the publication in the German Federal Gazette (Bundesanzeiger)

In accordance with the Prospectus Regulation announcements in connection with the approval of thisProspectus or any supplements thereto will be published in the form of publication provided for in thisProspectus in particular through publication on the Companyrsquos website (wwwvantagetowerscom)

The paying agent is Deutsche Bank Aktiengesellschaft The mailing address of the paying agent isDeutsche Bank Aktiengesellschaft Taunusanlage 12 60325 Frankfurt am Main Germany

226

21 DESCRIPTION OF SHARE CAPITAL

211 Current Share Capital and Shares

At the date of this Prospectus the share capital of the Company amounts to EUR 505782265 and isdivided into 505782265 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) Theshare capital has been fully paid up The Companyrsquos shares were created pursuant to the laws of the FederalRepublic of Germany

Each share carries one vote at the Companyrsquos general meeting There are no restrictions on voting rightsand the shares carry full dividend entitlement

All existing shares of the Company are held by the Existing Shareholder

212 Development of the Share Capital

The Companyrsquos share capital has developed as follows

The Company was established with an original share capital of EUR 25000 against contribution in cash

On May 4 2020 the shareholdersrsquo meeting of the Company (named Vodafone Towers Germany GmbH atthat time) resolved to increase the share capital from EUR 25000 by EUR 274975000 to EUR 275000000by issuing 274975000 new shares in the Company This First Capital Increase was carried out for the purposeof implementing the German Hive-Down (see ldquo31 German Reorganizationrdquo) by way of contribution in kind(Sachkapitalerhoumlhung) As consideration Vodafone Germany received 274975000 new shares in theCompany The consummation of this First Capital Increase was registered with the commercial register(Handelsregister) of the Company at the local court (Amtsgericht) of Duumlsseldorf Germany on May 19 2020

On November 17 2020 the shareholdersrsquo meeting of the Company (named Vantage Towers GmbH at thattime) resolved to further increase the share capital from EUR 275000000 by EUR 189504358 toEUR 464504358 by issuing 189504358 new shares in the Company This Second Capital Increase wascarried out by the payment of EUR 189504358 in cash (Barkapitalerhoumlhung) by Vodafone Germany to theCompany As consideration Vodafone Germany received 189504358 new shares in the Company Theconsummation of this Second Capital Increase was registered with the commercial register (Handelsregister) ofthe Company at the local court (Amtsgericht) of Duumlsseldorf Germany on December 4 2020

On January 7 2021 the shareholdersrsquo meeting of the Company (named Vantage Towers GmbH at thattime) resolved to further increase the share capital from EUR 464504358 by EUR 41277907 toEUR 505782265 by issuing 41277907 new shares in the Company This Third Capital Increase was carriedout in consideration for Vodafone Germanyrsquos payment of EUR 41277907 in cash (Barkapitalerhoumlhung) byVodafone Germany to the Company As consideration Vodafone Germany received 41277907 new shares inthe Company The consummation of this Third Capital Increase was registered with the commercial register(Handelsregister) of the Company at the local court (Amtsgericht) of Duumlsseldorf Germany on January 142021

Following the change of the legal form from a German limited liability company (Gesellschaft mitbeschraumlnkter Haftung) into a German stock corporation (Aktiengesellschaft) under the legal name ldquoVantageTowers AGrdquo which was resolved by the shareholdersrsquo meeting of the Company on January 18 2021 andregistered with the commercial register (Handelsregister) of the local court (Amtsgericht) of DuumlsseldorfGermany on January 26 2021 the share capital of the Company has not been further changed to the date ofthis Prospectus

213 Authorized Capital

On February 18 2021 the general meeting of the Company resolved to establish an authorized capitalpursuant to section 5 para 3 of the thereby amended Articles of Association in conjunction with section 202AktG Thereunder the Management Board is authorized with the approval of the Supervisory Board toincrease the share capital of the Company on one or more occasions in the period until February 15 2026 byup to a total of EUR 252891132 through the issuance of up to 252891132 ordinary registered shares with nopar value (Namensaktien ohne Nennbetrag) in exchange for cash andor contributions in kind (the ldquoAuthorizedCapitalrdquo) In doing so the Management Board may determine that the new shares carry profit participationentitlements in a way that deviates from section 60 para 2 AktG As of the date of this Prospectus theAuthorized Capital is not yet registered with the commercial register of the Company and will only becomeeffective upon such registration

227

Shareholders are in principle entitled to subscription rights Subscription rights may also be granted toshareholders by way of an indirect subscription right (section 186 para 5 AktG)

With the approval of the Supervisory Board the Management Board is authorized to exclude thesubscription rights of shareholders in the following cases

bull to even out fractional amounts resulting from a capital increase

bull to the extent necessary to grant holders or creditors of convertible bonds bonds with warrants orconvertible profit participation rights issued by the Company andor its direct or indirect majorityshareholdings subscription rights to new shares to the extent to which they would be entitled afterexercising their conversion or option rights or after fulfillment of their option exercise orconversion obligations

bull to issue the new shares to employees andor former employees of the Company and to employeesandor former employees of companies affiliated with the Company within the meaning ofsections 15 et seq AktG The new shares may also be issued to select employees in managementandor key positions of the Company as well as to members of the Management Board andor toselect employees in management andor key positions or the management of affiliated companieswithin the meaning of sections 15 et seq AktG

bull if the new shares are issued against cash contribution and the issue price of the new shares is notsignificantly lower than the stock market price of the Companyrsquos shares already listed on the stockexchange The proportionate amount of the share capital which is arithmetically attributable to thenew shares issued excluding subscription rights pursuant to section 186 para 3 sentence 4 AktGmust not exceed 10 of the share capital The share capital at the time the authorization takeseffect or if this value is lower at the time this authorization is exercised shall be decisive Shareswhich during the term of the authorization until its exercise are issued or sold in direct oranalogous application of sec 186 para 3 sent 4 German Stock Corporation Act are to be takeninto account when calculating the limit Rights issued during the term of this authorization until itsutilization in an analogous application of section 186 para 3 sentence 4 AktG and which enable oroblige the subscription of shares of the Company will also count towards the 10 limit Anycrediting in accordance with the above sentences will cease to apply with effect for the future ifand to the extent that the respective authorization the exercise of which led to the crediting isgranted again by the general meeting

bull insofar as the new shares are issued against contributions in kind in particular for the purpose ofbusiness combinations the acquisition of enterprises parts of enterprises or interests in enterprisesor other assets and

bull to implement a so-called scrip dividend whereby shareholders are offered the option ofcontributing their dividend entitlement (in whole or in part) to the Company as a contribution inkind in return for the granting of new shares from Authorized Capital

The Management Board is authorized with the approval of the Supervisory Board to determine furtherdetails of the capital increase and its implementation including in particular the conditions of the share issueThe Supervisory Board is authorized to amend the wording of section 5 para 3 of the Articles of Associationafter full or partial implementation of the capital increase from Authorized Capital or after expiry of theauthorization period in accordance with the scope of the capital increase

214 Conditional Capital

On February 18 2021 the general meeting of the Company resolved to establish a conditional capitalpursuant to section 5 para 4 of the thereby amended Articles of Association in conjunction with section 192AktG Thereunder the share capital of the Company is conditionally increased by up to EUR 101156453 byissuing up to 101156453 new ordinary registered shares with no par value (Namensaktien ohne Nennbetrag)(the ldquoConditional Capitalrdquo) The Conditional Capitalrsquos only purpose is to grant new shares to holders orcreditors of option or conversion rights or obligations arising from warrant or convertible bonds profitparticipation rights or participating bonds issued or guaranteed by the Company or entities in which theCompany holds a direct or indirect majority interest on or before February 15 2026 based on the authorizationof the Management Board by resolution of the general meeting passed on February 18 2021 As of the date ofthis Prospectus the Conditional Capital is not yet registered with the commercial register of the Company andwill only become effective upon such registration The Conditional Capital increase will only be implementedto the extent that the holders or creditors of the conversion or option rights or obligations exercise their

228

conversion or option rights fulfill their conversion or option obligations or the Company exercises its right togrant shares in the Company in whole or in part instead of payment of the cash amount due provided that inthe respective case no cash settlement is granted or treasury shares or shares in another listed company areused for servicing

New shares are issued at the option or conversion price to be determined in each case in accordance withthe aforesaid authorization resolution The new shares participate in profits from the start of the financial yearin which they are issued To the extent legally permissible the Management Board with the approval of theSupervisory Board may also determine the profit participation of new shares in derogation from section 60para 2 AktG for a financial year which has lapsed

The Management Board is authorized with the approval of the Supervisory Board to determine thefurther details of the implementation of the conditional capital increase

215 Authorization to Issue Convertible Bonds andor Warrant Bonds Profit Participation Rights orParticipating Bonds

On February 18 2021 the general meeting of the Company authorized the Management Board subject tothe consent of the Supervisory Board to issue on one or more occasions until February 15 2026 subordinatedor equally ranking bearer convertible andor warrant bonds profit participation rights or participating bonds orcombinations of these instruments (collectively ldquobondsrdquo) for an aggregate nominal amount of up toEUR 4 billion in each case with or without a definite maturity date and to grant the holders of bonds optionsor conversion rights for up to 101156453 ordinary registered shares with no par value (Namensaktien ohneNennbetrag) of the Company with a pro rata amount of the share capital of up to a total of EUR 101156453as set forth in detail in the issuing terms and conditions for the bonds (the ldquoIssuing Termsrdquo) This authorizationcan be utilized in whole or in part The bonds may also provide for an obligation to convert the bonds orexercise the options at the end of the term or at an earlier time The Issuing Terms may also give the Companythe right to grant shares of the Company to the holders or creditors of the bonds in lieu of cash payments duein whole or in part or to choose other forms of fulfillment Bonds may be issued in return for cash or forcontributions in kind The bonds can be denominated in Euros or capped at their equivalent value in Euros inthe legal currency of an Organization for Economic Co-operation and Development country Where the bondsare issued in a currency other than Euros the relevant equivalent value is to be applied calculated on the basisof the Euro reference rate of the European Central Bank applicable on the date of the resolution on the issuanceof the bonds The bonds can also be issued by entities in which the Company holds a direct or indirect majorityinterest In such case the Management Board is authorized subject to the consent of the Supervisory Board totake on the necessary guarantees for the obligations under the bonds and to grant the holders or creditors of thebonds conversion or option rights for shares of the Company

If convertible bonds are issued their creditors receive the right or take on the obligation to convert thebonds into shares of the Company pursuant to the Issuing Terms to be prescribed by the Management BoardThe pro rata amount of the share capital mathematically attributable to the shares to be issued in the event ofconversion must not exceed the nominal amount of the bond or the issue price of the bond The conversionratio is determined by dividing the nominal amount of a bond by the conversion price for a share of theCompany Where the issue price for the bonds is less than their nominal amount the conversion ratio isestablished by dividing the issue price of a convertible bond by the conversion price for a share of theCompany The Issuing Terms can also provide that the conversion ratio is variable and that the conversion priceis determined based on future stock market prices within a certain range If warrant bonds are issued one ormore warrants will be attached to each bond which entitle or obligate the creditor to subscribe to shares of theCompany under the Issuing Terms to be specified by the Management Board The pro rata amount of the sharecapital mathematically attributable to the shares to be issued in the event of an option being exercised must notexceed the nominal amount of the bonds

The conversion or option price to be stipulated in the Issuing Terms must be equivalent to at least 80 ofthe volume-weighted average closing price of the stock market price of the Companyrsquos shares in the exchangeelectronic trading system (Xetra) (or a comparable successor system) on the day of the final determination ofthe terms and conditions of the bonds Sections 9 para 1 and 199 AktG remain unaffected

Subject to the consent of the Supervisory Board the Management Board is authorized to specify theIssuing Terms in more detail particularly with respect to the following aspects interest rate issue price termand denomination of the bonds conversion or option period conversion or option price conversion rights andobligations option rights and obligations to exercise options whether the Companyrsquos shares to be deliveredshall be in whole or in part in the form of shares newly created by a capital increase or in the form of existing

229

shares whether instead of delivering shares their value can be paid in cash whether the conversion or optionprice or the conversion ratio is to be fixed when issuing the bonds or based on future stock market priceswithin a certain range during the term of the bond In the event of a situation where there are rights tosubscribe to fractions of the Companyrsquos shares it can be stipulated that these fractions can be added togetherfor the purpose of subscribing complete shares in accordance with the Issuing Terms An additional cashpayment or cash compensation for fractions can also be stipulated

The Issuing Terms can further provide for protection against dilution and adjustment mechanisms undercertain circumstances including changes in the Companyrsquos share capital during the term of the bond (such as acapital increase a capital decrease or a share split) dividend payments the issuance of additional bonds withconversion rights or conversion obligations or option rights or option exercise obligations that provide anentitlement to subscribe for shares of the Company transformation measures and extraordinary events occurringduring the term of the bond such as a change of control at the Company The measures for protection againstdilution and adjustment mechanisms that can be provided for under the Issuing Terms can in particular takethe form of changing the conversion or option price granting subscription rights to shares of the Company orto bonds or granting or adjusting cash components

When issuing bonds shareholders must generally be granted a subscription right to the bonds Thesubscription right may also be granted to shareholders by way of an indirect subscription right (section 186para 5 AktG)

However the Management Board is authorized subject to the consent of the Supervisory Board toexclude the subscription right of shareholders when issuing bonds in the following cases

bull to compensate for fractional amounts arising as a result of a capital increase

bull where the bonds are issued in return for contributions in kind in particular with the aim ofacquiring enterprises parts of enterprises or participations in enterprises

bull where this is necessary for protection against dilution in order to grant holders or creditors ofbonds with conversion or option rights or conversion or option obligations that were or will beissued by the Company or by other entities in which the Company holds a direct or indirectmajority interest a right to subscribe for new bonds to the extent to which they would be entitledto such subscription right as shareholders after exercising their conversion or option rights or asthe case may be after fulfilment of their conversion or option obligations or

bull for bonds issued against cash if the shares to be issued under the conversionoption rights in totaldo not exceed 10 of the share capital based on the share capital amount existing at the timewhen this authorization takes effect as well as on the share capital amount when the authorizationis exercised To the extent that during the term of this authorization until its utilization otherauthorizations to issue or sell shares or to issue rights enabling or obliging the subscription ofshares are exercised and the subscription right is excluded pursuant to or in analogous applicationof section 186 para 3 sentence 4 AktG this shall be counted towards the aforementioned 10limit A crediting pursuant to the above sentence shall cease to apply with effect for the future ifand to the extent that the respective authorization the exercise of which led to the crediting isgranted again by the general meeting The exclusion of subscription rights under these conditions isonly permissible if the issue price for the bonds is not significantly lower than the theoretical valueof the bonds as calculated using recognized financial mathematical methods

Insofar as profit participation rights or participating bonds are issued without a conversion rightobligationor option rightobligation the Management Board is authorized with the approval of the Supervisory Board tofully exclude the subscription right of shareholders if these profit participation rights or participating bonds arestructured similar to obligations (ie do not establish any membership rights in the Company do not grant anyparticipation in liquidation proceeds and the amount of interest is not calculated on the basis of the amount ofnet income for the year (Jahresuumlberschuss) net balance sheet profits (Bilanzgewinn) or the dividend) Inaddition the interest and the issue amount of the profit participation rights or participating bonds in such casesmust correspond to the market conditions prevailing at the time of issue

216 Authorization to Purchase and Use Treasury Shares

At the date of this Prospectus the Company does not hold any treasury shares nor does a third party holdany shares of the Company on behalf of or for the account of the Company

230

The Company may not acquire its own shares unless authorized by the Companyrsquos general meeting or inlimited circumstances as provided for in the AktG Such authorization by the Companyrsquos general meeting maynot be granted for a period exceeding five years The provisions of the AktG generally limit buy-backs to 10of the share capital and re-sales must generally be made either on a stock exchange in a manner that treats allshareholders equally or in accordance with the rules that apply to subscription rights relating to a capitalincrease

The Companyrsquos general meeting held on February 18 2021 authorized the Management Board pursuant tosection 71 para 1 no 8 AktG to acquire on or before February 15 2026 treasury shares of up to a totalmaximum of 10 of the share capital existing at the time of the adoption of the resolution or in the event thatthis amount is lower when the authorization is exercised The acquired shares together with other treasuryshares which are in the possession of the Company or are attributable to it pursuant to sections 71a et seqAktG may not at any time exceed 10 of the Companyrsquos share capital The authorization may be exercisedin whole or in partial amounts on one or more occasions directly by the Company by a controlled or majorityowned subsidiary of the Company or for its or their own account by third parties

At the discretion of the Management Board the acquisition may be conducted (i) through a stockexchange (ii) by means of a public offer directed at all shareholders or a public solicitation to submit offers(iii) by means of a public offer or a public solicitation to submit an offer for the exchange of liquid shareswhich are admitted to trading on an organized market within the meaning of the WpUumlG (hereinafterldquoExchange Sharesrdquo) against shares of the Company (hereinafter ldquoExchange Offerrdquo) or (iv) by means ofgranting tender rights to shareholders

bull If the acquisition is conducted through a stock exchange the consideration paid by the Companyfor each share of the Company (not including incidental acquisition costs) may not exceed or fallshort by more than 10 of the opening price of one share of the Company in the Xetra tradingsystem (or a comparable successor system) as determined in the opening auction The ManagementBoard determines the details of the acquisition

bull If the acquisition is conducted through a public offer or a public solicitation to submit offers theoffered acquisition price or the values limiting the acquisition price range per share (in each casenot including incidental acquisition costs) may not exceed or fall short by more than 20 of theaverage stock exchange price (based on the closing price in the Xetra trading system (or acomparable successor system)) on the three trading days preceding the day on which the offer ispublished or the solicitation to submit offers has been submitted The offer or solicitation tosubmit offers may be adjusted if after its publication or solicitation to submit offers significantdeviations between the aforementioned reference price and the offered acquisition price or thevalues limiting the acquisition price occur In that case the average of the three trading dayspreceding the publication of the respective adjustment will be decisive and the aforementioned20 limit will be applied to this amount The volume of the public offer or the solicitation tosubmit offers may be limited If in the event of a public offer or the solicitation to submit offersthe volume of the offered shares exceeds the applicable repurchase volume the repurchase may becarried out by partially excluding the respective tender rights in proportion to the number ofoffered shares (quota based on offered shares) instead of in proportion to the size of the offeringshareholdersrsquo shareholding in the Company (quota based on participation) Furthermore in thatcase by partially excluding the respective tender rights a preferred acceptance of small offers ofup to a maximum of 100 shares per shareholder as well as a commercial rounding in order toavoid fractional numbers of shares may be provided for The details of the offer or publicsolicitation to shareholders to submit offers for sale will be determined by the Management Board

bull If the acquisition is conducted by means of an Exchange Offer the Company can determine eitheran exchange ratio or a respective exchange range at which it is willing to acquire the shares of theCompany In this regard a cash consideration may be provided for as supplementary purchaseprice payment or as compensation for fractional amounts The exchange ratio or a respectiveexchange range (not including incidental acquisition costs but including any compensation forfractional amounts) may not exceed or fall short of the relevant value of a share of the Companyby more than 20 The basis of the calculation of the exchange ratio or the exchange rangerespectively is the average of the closing prices of the shares of the Company and the ExchangeShares in the Xetra trading system (or a comparable successor system) on the three trading dayspreceding the day on which the Exchange Offer is published The exchange ratio or the exchangerange may be adjusted if after the publication of the offer significant deviations of the relevantprices of the shares of the Company or the Exchange Shares occur In that case the average of the

231

three trading days preceding the publication of the respective adjustment will be decisive and theaforementioned 20 limit will be applied to this amount The volume of the Exchange Offer maybe limited If the offer is oversubscribed the acquisition may be carried out by partially excludingthe respective tender rights in proportion to the number of offered shares (quota based on offeredshares) instead of in proportion to the size of the offering shareholdersrsquo shareholding in theCompany (quota based on participation) Furthermore in that case by partially excluding therespective tender rights a preferred acceptance of small offers of up to a maximum of 100 sharesper shareholder as well as a commercial rounding in order to avoid fractional numbers of sharesmay be provided for The details of the Exchange Offer will be determined by the ManagementBoard

bull If the acquisition is conducted by means of granting tender rights to shareholders these tenderrights can be granted on the basis of Company shares held by the shareholders In proportion to therelation between the Companyrsquos overall share capital and the volume of shares to be repurchasedby the Company a defined number of tender rights carries the right to sell one share of theCompany to the Company Tender rights may also be granted in a way that one tender right isgranted for a defined number of shares with the latter number being calculated based on therelation between the Companyrsquos overall share capital and the volume of shares to be repurchasedby the Company Fractions of tender rights will not be granted the corresponding partial tenderrights are excluded The price for which by exercising a tender right one share can be sold to theCompany or the values limiting the price range (in each case not including incidental acquisitioncosts) is determined and can be adjusted in the same way as it would or could be if the Companycarried out the repurchase through a public solicitation to submit offers (see above) In the case ofgranting tender rights however the relevant day is the day on which the offer to repurchase sharesby means of granting tender rights is published or if applicable the day on which an adjustment ispublished The Management Board determines all other details of the tender rights including inparticular their conditions term or expiration date and if applicable their tradability

The Management Board is authorized to sell treasury shares acquired on the basis of this authorization onthe stock exchange or by way of a purchase offer to all shareholders With regard to treasury shares that havebeen acquired under this authorization the Management Board is authorized to use these shares for all purposespermitted by statutory law including in particular for the following purposes

bull The shares may be used to satisfy conversion andor option rightsobligations under convertiblebonds warrant bonds profit participation rights or participating bonds issued by the Company or acompany in which the Company directly or indirectly holds a majority interest

bull The shares may be used to the extent necessary to grant holders or creditors of convertible bondswarrant bonds or convertible profit participation rights issued by the Company andor companies inwhich it holds a direct or indirect majority interest subscription rights to new shares to the extent towhich they would be entitled after exercising their conversion or option rights or after fulfillingtheir option exercise or conversion obligations

bull The shares may be sold against contribution in kind particularly as partial or full consideration inconnection with the acquisition of enterprises parts of enterprises and participations in enterprisesas well as in connection with the combination of enterprises of the acquisition of other assets

bull The shares may be sold in other ways than through a stock exchange or by means of an offerdirected to all shareholders if the shares are sold against cash consideration at a price that is notsignificantly lower than the stock exchange price of the Companyrsquos shares A further requirementof this authorization is that the shares that are sold subject to an exclusion of the shareholdersrsquosubscription rights under section 71 para 1 no 8 sentence 5 in connection with section 186 para3 sentence 4 AktG must not constitute more than 10 of the share capital existing at the time ofthe adoption of the resolution or if lower at the time this authorization is utilized To the extentthat during the term of this authorization until its utilization other authorizations to issue or sellshares or to issue rights enabling or obliging the subscription of shares are exercised and thesubscription right is excluded pursuant to or in analogous application of section 186 para3 sentence 4 AktG this shall be counted towards the aforementioned 10 limit A creditingpursuant to the preceding sentence ceases to apply with effect for the future if and to the extent thatthe respective authorization the exercise of which led to the crediting is granted again by thegeneral meeting

232

bull The shares may be transferred to employees andor retirees of the Company and to employees andor retirees of companies affiliated with the Company pursuant to sections 15 et seq AktG

bull The shares may be used for the implementation of a scrip dividend in particular by offering theshareholders to contribute their dividend either in whole or in part to the Company in return forthe granting of treasury shares

bull The shares may be cancelled without such cancellation depending on a separate resolution of thegeneral meeting The shares may also be cancelled in the simplified procedure without a reductionof the share capital by way of adjusting the pro rata share capital amount represented by eachremaining no-par value share The cancellation may be limited to a part of the repurchased sharesThe authorization to cancel shares may be exercised on more than one occasion If the cancellationis carried out in the simplified procedure the Management Board is authorized to adjust thenumber of no-par value shares in the Articles of Association The cancellation may be carried outin connection with a share capital reduction in that case the Management Board is authorized toreduce the share capital amount by the pro rata share capital amount represented by the cancelledshares and to adjust accordingly the number of shares and the share capital amount in the Articlesof Association

The Supervisory Board is authorized to transfer treasury shares acquired on the basis of the authorizationto the members of the Management Board in order to satisfy entitlements of Management Board membersunder long-term incentives (ldquoLong Term Incentives Planrdquo) granted by the Company The Long TermIncentives Plan must provide for a minimum period of four years until the respective beneficiary can monetizethe respective allocation from the Long Term Incentives Plan and the plan conditions must be geared towardsthe long-term sustainable development of the Company

The aforementioned authorizations regarding the use of acquired treasury shares also apply to the use ofCompany shares acquired on the basis of section 71d sentence 5 AktG

The aforementioned authorizations regarding the use of acquired treasury shares may be exercised in oneor several occasions in whole or in partial amounts separately or collectively it may also be exercised bycontrolled enterprises or subsidiary enterprises or by third parties acting on their account or on the account ofthe Company

Shareholdersrsquo subscription rights in respect of these treasury shares are excluded to the extent that theseshares are used in accordance with the above authorizations regarding the use of acquired treasury shares(except for the latter authorization to cancel acquired treasury shares) In addition the Management Board mayexclude shareholdersrsquo subscription rights for fractional amounts in the case of a sale of treasury shares bymeans of an offer to all shareholders

The Management Board may make use of all aforementioned authorizations only with the consent of theSupervisory Board

In addition and within the limitations set by the aforementioned shareholdersrsquo resolution the Companyrsquosgeneral meeting held on February 18 2021 also authorized the Management Board to complete the acquisitionof treasury shares by using equity derivatives The Management Board is authorized to sell options whichrequire the Company to acquire shares of the Company upon the exercise of the option (ldquoput optionrdquo) toacquire options which entitle the Company to acquire shares of the Company upon the exercise of the option(ldquocall optionrdquo) to conclude forward purchases in which the Company acquires treasury shares at a certainpoint of time in the future and to acquire shares by using a combination of call and put options and forwardpurchase agreements at the same time (put options call options and combinations of put and call options andforward purchase agreements collectively ldquoequity derivativesrdquo) The authorization may be exercised in wholeor in part in one or in several transaction(s) including different transactions by the Company but also bycontrolled enterprises or subsidiary enterprises or by third parties mandated by the Company or by controlledenterprises or subsidiary enterprises All share acquisitions based on equity derivatives are limited to amaximum volume of 5 of the share capital existing on the date on which the resolution is adopted by thegeneral meeting or if this amount is lower on the date on which the aforementioned authorization is exercised

The equity derivatives must be concluded with one or more credit institution(s) one or more companiespursuant to section 53 para 1 sentence 1 or section 53b para 1 sentence 1 or para 7 of the German BankingAct or with a group or a syndicate of credit institutions andor such companies They must be set up in a wayto ensure that the equity derivatives are only serviced with shares which were acquired under observance of theprinciple of equal treatment of shareholders the acquisition of shares on the stock exchange satisfies thisrequirement The purchase price paid for call options or the sales price received for put options or the price

233

paid or received for a combination of call and put options by the Company shall not be substantially above orbelow the theoretical market value of the respective options calculated in accordance with recognized financialmathematical methods which must factor in the negotiated strike price among other things The price agreed bythe Company for forward purchases may not materially exceed the theoretical forward price as calculated inline with recognised methods of financial mathematics which must factor in the current stock exchange priceand the term of the forward purchase among other things

In addition all share purchases using equity derivatives are limited to shares representing a total pro rataamount of the share capital of no more than 5 of the share capital at the time this authorization takes effector if the value is lower at the time it is exercised The term of each equity derivative may not exceed18 months and is required to end on February 15 2026 at the latest and chosen in such a way that the sharesare acquired upon the exercise or fulfilment of the equity derivatives no later than February 15 2026

The purchase price per share to be paid when exercising the option or upon the maturity of the forwardpurchase may not exceed or fall short by more than 10 of the average closing prices in the Xetra tradingsystem (or a comparable successor system) on the three trading days preceding the day of the conclusion of therespective option transaction or forward purchase (in each case excluding incidental acquisition costs but takinginto account the option premium received or paid)

Furthermore an agreement with one or more credit institution or the previously defined companies may beconcluded so that this institutioncompany or these institutionscompanies will deliver a previously determinednumber of shares or a previously determined euro equivalent of shares of the Company within a previouslydefined period of no more than 18 months to the Company (ldquorepurchase programrdquo) The credit institution orpreviously defined companies must undertake to purchase the shares to be delivered via the stock exchange atprices within the range that would apply if the Company had purchased the shares directly via the stockexchange itself Acquisitions of shares by utilizing this authorization are limited to shares in the amount of nomore than 5 of the share capital at the time this authorization becomes effective or if the following value islower at the time this authorization is utilized and must end by February 15 2026

In the event that treasury shares are acquired using equity derivatives or through a repurchase program inaccordance with the above rules any rights of shareholders to conclude such equity derivatives or repurchaseprograms with the Company are excluded analogous to section 186 para 3 sentence 4 AktG Shareholders willhave a right of tender in relation to their shares in the Company only to the extent that the Company has anobligation under the derivatives transactions to purchase their shares Any further right of tender will beexcluded

For the use of treasury shares acquired using equity derivates or through a repurchase program theprovisions set out in this prospectus regarding the use of acquired treasury shares shall apply mutatis mutandisShareholdersrsquo subscription rights to treasury shares will be excluded to the extent that such shares are used inaccordance with the provisions set out in the previous authorization regarding the use of acquired treasuryshares (except for the authorization to cancel acquired treasury shares) The provisions set out in the previousauthorization to purchase and use treasury shares regarding the exclusion of shareholdersrsquo subscription rightsapplies mutatis mutandis

The authorization is valid until February 15 2026 and the Management Board may make use of it onlywith the consent of the Supervisory Board

217 General Provisions Governing a Liquidation of the Company

Apart from liquidation as a result of insolvency proceedings the Company may only be liquidated by aresolution of the general meeting to dissolve the Company by way of a liquidation procedure The generalmeeting resolution requires a majority of the votes cast and a majority of at least 75 of the share capitalrepresented at the general meeting when the resolution is passed In the event of the Companyrsquos liquidationpursuant to the AktG any assets remaining following settlement of the Companyrsquos liabilities is required to bedistributed among the Companyrsquos shareholders in proportion to their shareholdings The AktG provides certainprotections for creditors to be observed in the event of a liquidation of the Company

218 General Provisions Governing a Change in the Share Capital

The AktG provides that the share capital of a stock corporation may be increased by a resolution adoptedat the general meeting Such resolution must be adopted in general by a simple majority of the votes cast(Stimmenmehrheit) as well as a majority of at least 75 of the share capital represented (Kapitalmehrheit)when the resolution is passed unless the articles of association provide for a different majority However

234

section 17 para 2 of the Articles of Association provides that resolutions of the general meeting will beadopted by a simple majority of the votes cast (Stimmenmehrheit) unless a higher majority is required bymandatory law or by the Articles of Association Further in case mandatory law requires a majority of theshare capital in addition to a majority of votes cast for resolutions of the Companyrsquos general meeting a simplemajority of the share capital represented (Kapitalmehrheit) will be sufficient unless a higher majority of theshare capital is required by mandatory law Accordingly certain capital measures that do not mandatorilyrequire adoption by a majority of at least 75 of the share capital represented when the resolution is passed(eg capital increases from the Companyrsquos own funds) may be adopted by a simple majority

In addition the general meeting may resolve to issue authorized capital (Genehmigtes Kapital) by a simplemajority of the votes cast and a majority of at least 75 of the share capital represented when the resolution ispassed The authorized capital authorizes the Management Board subject to the approval of the SupervisoryBoard to issue shares of up to a specific amount within a period not exceeding five years The nominal amountof such issuance may not exceed 50 of the share capital in existence at the time the resolution of the generalmeeting is registered with the commercial register (Handelsregister) The existing authorized capital for theCompany is described above under ldquo213 Authorized Capitalrdquo

Additionally shareholders may resolve to create conditional capital (Bedingtes Kapital) for the purpose ofissuing shares (i) to holders of convertible bonds or other securities convertible into shares of the Company(ii) as consideration in connection with a merger with another company or (iii) offered to executives andemployees of the Company or an affiliated company A resolution to create conditional capital must be adoptedby a simple majority of the votes cast and at least 75 of the share capital represented when the resolution ispassed The nominal amount of the conditional capital created for the purpose of share issues to executives andemployees may not exceed 10 of the nominal share capital in existence at the time such resolution is passedwhile the nominal amount of the conditional capital created for the purpose of share issues to holders ofconvertible bonds or other securities convertible into shares of the Company or as consideration in connectionwith a merger with another company may not exceed 50 of the nominal share capital in existence at the timesuch resolution is passed however there is generally no limitation with respect to a time period during whichthe conditional capital may be used The creation of conditional capital (Bedingtes Kapital) beyond thisthreshold is permitted only for the purpose of enabling the Company to make an exchange in the event of itsimpending insolvency or for the purpose of averting over indebtedness The existing conditional capital for theCompany is described above under ldquo214 Conditional Capitalrdquo The authorization of the Management Board toissue convertible bonds or other securities convertible into shares of the Company must be limited to a periodnot exceeding five years from the date of the respective shareholder resolution (see ldquo215 Authorization to IssueConvertible Bonds andor Warrant Bonds Profit Participation Rights or Participating Bondsrdquo)

A resolution to decrease the share capital must generally be adopted by a simple majority of the votes castand at least 75 of the share capital represented when the resolution is passed A decrease of the share capitalis also possible upon cancellation of treasury shares if the authorization granted to the Management Board bythe general meeting to purchase treasury shares explicitly allows for such cancellation (see ldquo216 Authorizationto Purchase and Use Treasury Sharesrdquo)

219 General Provisions Governing Subscription Rights

Section 186 AktG generally grants all shareholders the right to subscribe for new shares of the Companyissued within the framework of a capital increase The same applies to convertible bonds bonds with warrantsprofit participation rights and participating bonds Subscription rights are freely transferable and may be tradedon German stock exchanges for a prescribed period before the deadline for subscription expires The generalmeeting may resolve to exclude shareholdersrsquo subscription rights such resolution requires adoption by a simplemajority of the votes cast and at least 75 of the share capital represented when the resolution is passedExclusion of shareholdersrsquo subscription rights wholly or in part also requires a report from the ManagementBoard to the general meeting that justifies the exclusion and demonstrates that the Companyrsquos interest inexcluding subscription rights outweighs the interests of the shareholders to be granted subscription rights Anexclusion of shareholdersrsquo subscription rights upon issuance of new shares is generally permissible providedthe Company increases its share capital against cash contributions the amount of the capital increase of theissued shares with no subscription rights does not exceed 10 of the existing share capital at issue (both at thetime when the authorization takes effect and at the time when it is authorized) and the issue price of the newshares is not substantially lower than the stock exchange price of the shares (so-called ldquosimplified exclusion ofsubscription rightsrdquo)

235

2110 Exclusion of Minority Shareholders

21101 Squeeze-Out under Stock Corporation Law

Sections 327a et seq AktG which govern a so-called ldquosqueeze-out under stock corporation lawrdquo providethat upon request of a shareholder holding 95 or more of the Companyrsquos share capital the general meetingmay resolve to transfer the shares of minority shareholders to such majority shareholder against payment ofadequate compensation in cash The amount of cash compensation offered to minority shareholders must reflectldquothe circumstances of the Companyrdquo at the time the general meeting passes the resolution The amount of cashcompensation is based on the full value of the Company which is generally determined using the capitalizedearnings method (Ertragswertmethode) Minority shareholders are entitled to file for an appraisal proceeding(Spruchverfahren) wherein the court will review the appropriateness (Angemessenheit) of cash compensation

21102 Squeeze-Out and Tender Rights under Takeover Law

Under sections 39a and 39b of the WpUumlG in the event of a so-called ldquosqueeze-out under takeover lawrdquoan offeror holding at least 95 of the voting share capital of a target company (as defined in the WpUumlG)following a takeover bid or mandatory offer may within three months of the expiry of the acceptance period ofthe offer request the regional court (Landgericht) of Frankfurt am Main Germany to order the transfer of theremaining voting shares to such offeror against payment of an adequate compensation Such transfer does notrequire a resolution of the target companyrsquos general meeting The consideration paid in connection with thetakeover bid or mandatory offer is considered adequate if the offeror has obtained at least 90 of the sharecapital that was subject to the offer The nature of the compensation must be the same as the consideration paidunder the takeover bid or mandatory offer while at all times a cash compensation must also be offered Inaddition following a takeover bid or mandatory offer the shareholders in a target company who have notaccepted the offer may do so up to three months after the acceptance period has expired (section 39c of theWpUumlG a so-called ldquosell-outrdquo) provided the offeror is entitled to petition for the transfer of the outstandingvoting shares in accordance with section 39a of the WpUumlG The provisions for a squeeze-out under stockcorporation law cease to apply once an offeror has petitioned for a squeeze-out under takeover law and onlyapply again when these proceedings have been definitively completed

21103 Squeeze-Out under Transformation Law

Under section 62 para 5 of the German Transformation Act (UmwandlungsgesetzmdashldquoUmwGrdquo) a majorityshareholder holding at least 90 of the Companyrsquos share capital may require the Companyrsquos general meeting toresolve to transfer the shares of the minority shareholders to such majority shareholder against payment of anadequate compensation in cash provided that (i) the majority shareholder is a stock corporation(Aktiengesellschaft) a partnership limited by shares (Kommanditgesellschaft auf Aktien) or a European stockcorporation (Societas EuropaeamdashldquoSErdquo) having its registered office (Sitz) in Germany and (ii) the squeeze-outis performed to facilitate an upstream merger under the UmwG of the Company into the majority shareholderThe general meeting held to approve the squeeze-out must take place within three months of the conclusion ofthe merger agreement The procedure for a squeeze-out under the UmwG is essentially identical to theldquosqueeze-out under stock corporation lawrdquo described above including the minority shareholdersrsquo right to havethe appropriateness (Angemessenheit) of the cash compensation reviewed

21104 Integration

Under sections 319 et seq AktG the Companyrsquos general meeting may vote for an integration(Eingliederung) into another stock corporation that has its registered office (Sitz) in Germany provided theprospective parent company holds at least 95 of the shares of the Company The former shareholders of theCompany are entitled to adequate compensation which generally must be provided in the form of shares in theparent company The amount of the compensation must be determined using the ldquomerger value ratiordquo(Verschmelzungswertrelation) between the two companies ie the exchange ratio which would be consideredreasonable in the event of merging the two companies Fractional amounts may be paid out in cash If theprospective parent company is a controlled company (ie another company can exert direct or indirectcontrolling influence over the prospective parent company) the shareholders of the Company may also requestan adequate cash compensation instead of compensation in the form of shares of the prospective parentcompany

236

2111 Shareholder Notification Requirements Mandatory Takeover Bids and Managersrsquo Transactions

Since the Company will apply for the admission of the Companyrsquos shares to trading on the regulatedmarket (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) with simultaneousadmissions to the sub-segment of the regulated market with additional post-admission obligations (PrimeStandard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) the Company is subject to theSecurities Trading Act (Wertpapierhandelsgesetzmdash ldquoWpHGrdquo) provisions governing inter alia disclosurerequirements for significant shareholdings and the WpUumlG provisions governing takeover bids and mandatoryoffers as well as the MAR provisions governing inter alia obligations of persons discharging managerialresponsibilities to disclose transactions in the Companyrsquos shares debt instruments related derivatives or otherrelated financial instruments

21111 Notification Requirements of Shareholders

Pursuant to section 33 para 1 of the WpHG anyone who acquires or whose shareholding in any otherway reaches or exceeds 3 5 10 15 20 25 30 50 or 75 of the total number of voting rightsin the Company is required to concurrently notify the Company and the BaFin of such occurrence Subsequentnotifications are required if such person reaches or exceeds another of the aforementioned thresholds or sells orin any other way falls below the aforementioned thresholds

All such notifications must be submitted without undue delay and no later than four trading days Thefour-day notification period starts at the time the person or the entity subject to the notification requirement hasknowledge of or in consideration of the circumstances should have had knowledge of his or her proportion ofvoting rights reaching exceeding or falling below the aforementioned thresholds The WpHG contains aconclusive presumption that the person or the entity subject to the notification requirement has knowledge atthe latest two trading days after such an event occurs Moreover a person or entity is deemed to already holdshares as of the point in time such person or entity has an unconditional and due claim of transfer related tosuch shares pursuant to section 33 para 3 of the WpHG If a threshold has been reached or crossed due to achange in the total number of voting rights the notification period starts at the time the person or entity subjectto the notification requirement has knowledge about such change or upon the publication of the revised totalnumber of voting rights by the Company at the latest

In connection with these requirements section 34 of the WpHG contains various attribution rules Forexample voting rights attached to shares held by a subsidiary are attributed to its parent company Similarlyvoting rights attached to shares held by a third party for the account of a person or entity are attributed to suchperson or entity Voting rights which a person or entity is able to exercise as a proxy according to such personrsquosor entityrsquos discretion are also attributed to such person or entity Furthermore any coordination by a person orentity with a third party on the basis of an agreement or in any other way generally results in a mutualattribution of the full amount of voting rights held by or attributed to the third party as well as to such personor entity Such acting in concert generally requires a consultation on the exercise of voting rights or otherefforts designed to effect a permanent and material change in the business strategy of the CompanyAccordingly the exercise of voting rights does not necessarily have to be the subject of acting in concertCoordination in individual cases however is not considered as acting in concert

Except for the 3 threshold similar notification requirements towards the Company and the BaFin existpursuant to section 38 para 1 of the WpHG if the aforementioned thresholds are reached exceeded or fallenbelow because a person or entity holds instruments that (i) confer to him or her (a) the unconditional right toacquire already issued shares of the Company to which voting rights are attached when due or (b) discretion toexercise his or her right to acquire such shares or (ii) relate to such shares and have a similar economic effectas the aforementioned instruments whether or not conferring a right to a physical settlement Thus the lattermentioned notification requirements also apply for example pursuant to section 39 para 1 of the WpHG toshare swaps against cash consideration and contracts for difference In addition a person or entity is subject toa notification requirement towards the Company and the BaFin pursuant to sections 33 para 1 and 38 para 1of the WpHG if the sum of the voting rights from shares and instruments held or attributed to such person orentity reaches exceeds or falls below the aforementioned thresholds except for the 3 threshold The numberof voting rights relevant for the notification requirement will generally be calculated by reference to the fullnominal amount of shares underlying the instrument except where the instrument provides exclusively for acash settlement Details for such calculations are set out in the Commission Delegated Regulation(EU) 2015761 of December 17 2014 supplementing Directive 2004109EC with regard to certainregulatory technical standards on major holdings

237

21112 Exceptions to Notification Requirements

There are certain exceptions to the notification requirements For example a company is exempt fromnotification obligations if its parent company has filed a group notification pursuant to section 37 para 1 of theWpHG If the Companyrsquos parent company is itself a subsidiary then the relevant company is exempt fromnotification obligations if its parentrsquos parent company has filed such group notification Moreover shares orinstruments held by a credit institution or a credit securities services company with a registered office (Sitz) inthe EU or in an EEA member state are not taken into account for determining the notification obligation orproportion of voting rights held provided (i) the shares or instruments are held in such credit institutionrsquos orcredit securities services companyrsquos trading book (ii) they amount to no more than 5 of the Companyrsquosvoting rights do not grant the right to acquire more than 5 of the voting rights or do not have a similareconomic effect and (iii) it is ensured that the voting rights pertaining to such shares or instruments are notexercised or otherwise utilized

21113 Fulfillment of Notification Requirements

If any notification obligation is triggered the notifying person or entity is required to complete thenotification form included as an annex to the German Securities Trading Notification Regulation(Wertpapierhandelsanzeigeverordnung) The notice may be submitted either in German or English in hardcopy or via facsimile Irrespective of the event triggering the notification the notice must include (i) thenumber and proportion of voting rights (ii) the number and proportion of instruments and (iii) the aggregatenumber and proportion of voting rights and instruments held by or attributed to the notifying person or entityIn addition the notice must include certain attribution details (eg the first name surname and date of birth ofthe notifying individual or the legal name registered office (Sitz) and state of a notifying entity the eventtriggering the notification the date on which the threshold was reached or crossed and whether voting rights orinstruments are attributed)

As a German domestic issuer the Company is required to publish such notices without undue delay butno later than three trading days after receipt via media outlets or outlets where it can be assumed that thenotice will be disseminated in the entire EU and in all EEA member states Under certain circumstances suchpublications may be made in English only The Company is also required to notify the BaFin of thesepublications specifying the time of publication and the media used and to transmit them to the GermanCompany Register (Unternehmensregister) for storage

21114 Consequences of Violations of Notification Requirements

If a shareholder fails to file a notice or provides false information with regard to shareholdings pursuantto sections 33 and 34 of the WpHG the rights attached to shares held by or attributed to such shareholder donot exist for as long as the notification requirements are not fulfilled or not fulfilled appropriately Thistemporary nullification of rights applies in particular to dividend voting and subscription rights However itdoes not apply to entitlements to dividend and liquidation gains if the notifications were not omitted willfullyand have since been submitted If the shareholder willfully or with gross negligence fails to disclose the correctproportion of voting rights held the rights attached to shares held by or attributed to such shareholder cease toexist for a period of six months after such shareholder has correctly filed the necessary notification except ifthe variation was less than 10 of the actual voting right proportion and no notification with respect toreaching exceeding or falling below the aforementioned thresholds including the 3 threshold was omittedThe same rules apply to shares held by a shareholder if such shareholder fails to file a notice or provides falseinformation with regard to holdings in instruments or aggregate holdings in shares and instruments pursuant tosections 38 para 1 and 39 para 1 of the WpHG In addition a fine may be imposed for failure to comply withnotification obligations The BaFin also has the right to publish decisions on sanctions and measures withregard to violations of the disclosure obligations and persons responsible for such violations

21115 Special Notification Requirements for More than 10 of the Voting Rights

Pursuant to section 43 of the WpHG a shareholder who reaches or exceeds the threshold of 10 of thevoting rights of the Company (after Admission of the Companyrsquos shares to trading on the regulated market ofthe Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)) or a higher threshold is required to notify theCompany (which has to publish such information) within 20 trading days regarding the objective being pursuedthrough the acquisition of such voting rights as well as regarding the source of funds used for the purchaseAfterwards changes in those objectives must also be reported within 20 trading days The Articles ofAssociation have not made use of the option to release shareholders from this disclosure obligation Incalculating whether the 10 threshold has been reached the aforementioned attribution rules apply

238

2112 Mandatory Offers

Pursuant to the WpUumlG every person whose share of voting rights reaches or exceeds 30 of the votingrights of the Company is required to publish this fact including the percentage of its voting rights within sevencalendar days Such publication must be furnished on the internet and by means of an electronically operatedsystem for disseminating financial information unless an exemption has been granted by the BaFin If noexemption has been granted this publication has to be made within seven calendar days and include the totalamount of voting rights held by and attributed to such person and subsequently such person is further requiredto submit a mandatory public tender offer to all holders of shares in the Company The WpUumlG contains a seriesof provisions intended to ensure the attribution of shareholdings to the person who actually controls the votingrights attached to such shares If the relevant shareholder fails to give notice of reaching or exceeding the 30threshold or fails to submit the mandatory tender offer such shareholder is barred from exercising the rightsassociated with these shares (including voting rights and in case of willful failure to send the notice and failureto subsequently send the notice in a timely manner the right to dividends) for the duration of the non-compliance A fine may also be imposed in such cases

2113 Transactions Undertaken for the Account of a Person with Management Duties

According to article 19 of the MAR a person discharging managerial responsibilities within the meaningof article 3 para 1 No 25 of the MAR (ldquoExecutiverdquo) must notify the Company and the BaFin of transactionsundertaken for their own account relating to the Companyrsquos shares debt instruments or related financialinstruments (subject to a EUR 20000 de minimis exception per calendar year for all such transactions)including inter alia the pledging or lending of financial instruments transactions undertaken by any personprofessionally arranging or executing transactions on behalf of an Executive or a closely associated person orentity of an Executive including where discretion is exercised and transactions made under a life insurancepolicy Such notifications are required to be made promptly and no later than three business days after the dateof the relevant transaction For the purposes of the MAR an Executive means a person within the Companywho is a member of the administrative management or supervisory body of the Company or a senior executivewho is not such member but who has regular access to inside information relating directly or indirectly to theCompany and who has power to make managerial decisions affecting the future developments and businessprospects of the Company A person closely associated with an Executive means certain family membersnamely a spouse a registered civil partner (eingetragener Lebenspartner) a dependent child as well as arelative who has shared the same household for at least one year on the date of the transaction concerned Aperson closely associated also includes a legal person trust or partnership the managerial responsibilities ofwhich are discharged by an Executive of the Company or by a family member of his or hers Finally the termincludes a legal person trust or partnership which is directly or indirectly controlled by an Executive (or by oneof its family members) or which is set up for the benefit of such a person or the economic interests of whichare substantially equivalent to those of such a person

The Company is required to ensure that such notifications are promptly made public and no later than twobusiness days after the relevant transaction In addition the Company is required to without undue delaytransmit the information to the German Company Register (Unternehmensregister) and notify the BaFin Non-compliance with the notification requirements may result in a fine

2114 Post-Admission Disclosure Requirements

After the Admission of the Companyrsquos shares to trading the Company will for the first time be subject tothe legal disclosure requirements for German stock corporations with shares listed on a public exchange Thesedisclosure requirements include inter alia the disclosure of an audited report of the remuneration paid tomembers of the Management Board and the Supervisory Board (Verguumltungsbericht) the disclosure oftransactions with related parties periodic financial reporting and other required disclosures according to theWpHG as well as disclosure requirements under the MAR The Company will also be obliged under the ListingRules of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) (Boumlrsenordnung fuumlr die FrankfurterWertpapierboumlrse) as amended from time to time to publish quarterly statements as the Companyrsquos shares areto be listed on the Prime Standard sub-segment of the regulated market of the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse)

Pursuant to Article 17 of the MAR the Company is required to inform the public as soon as possible ofinside information (as defined below) which directly concerns the Company In such case the Company isrequired to also prior to informing the public inform the BaFin and the management of the trading venues andfacilities (Geschaumlftsfuumlhrungen der Handelsplaumltze) where financial instruments of the Company have been

239

admitted to trading or been included in such trading and after publication without undue delay transmit theinformation to the German Company Register (Unternehmensregister)

Inside information comprises inter alia any information of a precise nature which has not been madepublic relating directly or indirectly to one or more issuers or to one or more financial instruments andwhich if it were made public would be likely to have a significant effect on the price of those financialinstruments or on the price of related derivative financial instruments

The Company may at its own risk delay disclosure of inside information if (i) immediate disclosure islikely to prejudice the legitimate interests of the Company (ii) delay of disclosure is not likely to mislead thepublic and (iii) the Company is able to ensure that the inside information will remain confidential In such casethe Company is required to also inform the BaFin that disclosure of the information was delayed and provide awritten explanation of how the conditions set out in the preceding sentence were met immediately after theinformation is disclosed to the public Where disclosure of inside information has been delayed and theconfidentiality of that inside information is no longer ensured the Company is required to disclose such insideinformation to the public as soon as possible

2115 EU Short Selling Regulation (Ban on Naked Short Selling)

Pursuant to Regulation (EU) No 2362012 of the European Parliament and of the Council of March 142012 on short selling and certain aspects of credit default swaps (the ldquoEU Short Selling Regulationrdquo) theEuropean Commissionrsquos delegated regulation for the purposes of detailing the EU Short Selling Regulation andthe German EU Short Selling Implementation Act (EU-Leerverkaufs-Ausfuumlhrungsgesetz) of November 152012 the short selling of the Companyrsquos shares is only permitted under certain conditions Additionally underthe provisions of the EU Short Selling Regulation significant net short selling positions in the Companyrsquosshares must be reported to the BaFin and published if they exceed a specific percentage The reporting andpublication process is detailed in the German Regulation on Net Short Positions (Netto-Leerverkaufspositionsverordnung) of December 17 2012 The net short selling positions are calculated byoffsetting the short positions of a natural person or legal entity in the Companyrsquos shares with its long positionsin such shares The details are regulated in the EU Short Selling Regulation and the other regulations which theEuropean Commission enacted on short selling In certain situations described in the EU Short SellingRegulation the BaFin may restrict short selling and comparable transactions

240

22 GOVERNING BODIES

221 Overview

The Companyrsquos governing bodies are the Management Board the Supervisory Board and the generalmeeting The Company has a two-tier management and control system consisting of the Management Boardand the Supervisory Board The powers and responsibilities of these governing bodies are determined by theAktG the German Corporate Governance Code (Deutscher Corporate Governance Kodex) (the ldquoCoderdquo) theArticles of Association and the internal rules of procedure for both the Supervisory Board (Geschaumlftsordnungfuumlr den Aufsichtsrat) and the Management Board (Geschaumlftsordnung fuumlr den Vorstand)

The Management Board is responsible for managing the Company in accordance with applicable law theArticles of Association and the rules of procedure for the Management Board including the schedule ofresponsibilities (Geschaumlftsverteilungsplan) taking into account the resolutions of the general meeting Themembers of the Management Board represent the Company in dealings with third parties

Simultaneous management and supervisory board membership in a German stock corporation is notpermitted under the AktG however in exceptional cases and for an interim period a member of thesupervisory board may occupy a vacant seat on the management board of the same German stock corporationDuring this period such individual may not perform any duties for the supervisory board Such stand-inarrangement is limited in time for a maximum period of one year

The Supervisory Board determines the exact number of members of the Management Board Pursuant tothe Articles of Association the Management Board consists of at least two members The Supervisory Boardalso appoints the members of the Management Board and is entitled to dismiss such members under certaincircumstances As set out in the AktG the Supervisory Board advises and supervises the Management Boardrsquosadministration of the Company but is not itself authorized to manage the Company Certain transactions of theCompany and its dependent companies (abhaumlngige Unternehmen) require the consent of the Supervisory BoardMatters subject to the consent of the Supervisory Board currently include the following

bull Adoption of the annual plan and budget including the planned extent of borrowings and investmentplan as well as any changes thereto

bull Capital expenditures that are not explicitly included in the approved investment plan for the relevantfinancial year and where the value alone or together with other unforeseen capital expendituresexceeds EUR 25 million and that are not undertaken in accordance with the approved investment planfor the relevant financial year

bull Establishment acquisition sale and other disposal of companies equity investments and parts ofcompanies (including by way of participating in capital increases or otherwise) as well as acquisitionsale and other disposal of businesses and business units (or parts thereof) and fixed assets in eachcase if (i) the higher of (a) the book value (b) the fair market value (c) the consideration or (d) aloss on sale of the individual transaction exceeds the amount of EUR 50 million or (ii) the relevanttransaction results in a transfer (including by way of an acquisition or disposal of a majority stake ina company or group of companies) of 500 employees or more to or from the Group

bull Conclusion termination and material amendment of any merger joint venture or similar cooperationagreements as well as the entry into and dissolution of strategic alliances in each case with anyperson or entity which is not an affiliated entity (sec 15 et seq AktG) and conclusion materialamendment and termination of agreements under which persons or entities which are not an affiliatedentity (sec 15 et seq AktG) are granted any rights to the turnover or profits of the Company or anymember of the Group such as silent participations or profit-sharing loans

bull Intra-Group reorganization measures where these result or may reasonably be expected to result inactual or potential liabilities or other obligations for the Company or an affiliated entity (sec 15 etseq AktG) for example obligations for severance payments tax liabilities or one-time expenses thatexceed EUR 125 million and the conclusion amendment and termination of any inter-companyagreements pursuant to sec 291 et seq AktG

bull Acquisition sale encumbrance and other disposal of real estate rights equivalent to real estate orrights in real estate including sale and lease back agreements unless these transactions are explicitlyapproved in the approved annual plan and budget for the relevant financial year if the value of theindividual transaction exceeds EUR 10 million

241

bull The (i) granting of loans other credit facilities and other financing (ii) the issuance of bonds orincurrence of liabilities for borrowed money and (iii) the assumption of any surety guarantee orsimilar liability as well as the granting of any collateral (in the case of (iii) except for retention oftitle securities granted in the ordinary course of business) in each case to the extent not explicitlyapproved in the annual plan and budget and if the transaction volume exceeds EUR 150 million Thiswill not apply to exclusively intra-Group transactions

bull Establishment of programs for the repurchase of shares in the Company and for the repurchase ofdebt instruments of the Company if these debt instruments have an equity component

bull Introduction of and any changes to option plans for employees and other employee participationprograms as well as changes to fundamental principles of the remuneration and incentive system foremployees of the Company and its affiliated entities (sec 15 et seq AktG)

bull Decisions and measures of the Company that fundamentally change the Companyrsquos or the Grouprsquosnet assets financial position results of operations or risk (co-)exposure including measures thataffect the structure such as the commencement discontinuation or reduction of lines of business ormajor fields of activities if such line of business or activity or its discontinuation or reduction relatesto 5 of the Grouprsquos revenue (excluding energy related revenue) or if 500 Group employees or moreare to be affected by the measure and measures that materially change the long-term goals strategiesand strategic alignment of the Company and the Group and

bull Entering into settlement agreements in court or arbitration proceedings with a settlement valueexceeding EUR 100 million

In addition to the aforementioned transactions and measures the Supervisory Board may stipulate othertypes of transactions and measures to be subject to a requirement of its consent within the internal rules ofprocedure for the Management Board or for the Supervisory Board or by a resolution of its members TheSupervisory Board may also approve a certain group of the above-mentioned transactions in general

Each member of the Management Board and Supervisory Board owes a duty of loyalty duty of legalityand duty of care to the Company Members of these bodies must consider in their decision-making a broadspectrum of interests particularly those of the Company and its shareholders employees and creditors Inaddition the Management Board must take into consideration the shareholdersrsquo rights to equal treatment andequal access to information If members of the Management Board or Supervisory Board breach their dutiesthey may be individually liable or jointly and severally liable with the other members of the ManagementBoard or the Supervisory Board to the Company for compensatory damages

Under German law a shareholder generally has no right to proceed directly against members of theManagement Board or Supervisory Board to assert a breach of their duties to the Company In general only theCompany has the right to enforce claims for damages against the members of the Management Board orSupervisory Board With respect to claims against Supervisory Board members the Company is represented bythe Management Board and the Supervisory Board represents the Company with respect to claims againstmembers of the Management Board Pursuant to a decision of the German Federal Supreme Court(Bundesgerichtshof) the Supervisory Board is required to assert damages claims against the ManagementBoard if they are likely to succeed unless significant interests of the Company conflict with the pursuit of suchclaims and outweigh the reasons for bringing such claims Even if they decide not to pursue a claim theManagement Board and the Supervisory Board must nevertheless assert the Companyrsquos claims for damages if aresolution to this effect is passed by the general meeting with a simple majority vote The general meeting mayalso appoint a special representative (besonderer Vertreter) to assert the claims Such a special representativemay also be appointed by the court upon a request by shareholders whose shares together amount to not lessthan 110th of the share capital or represent a pro rata amount of EUR 1000000 In addition the generalmeeting may appoint a special auditor (Sonderpruumlfer) to audit transactions particularly managementtransactions by a simple majority vote If the general meeting rejects a motion to appoint a special auditorthe court must appoint a special auditor upon the request of shareholders whose shares together amount to notless than 1100th of the share capital at the time the request is filed or represent a pro rata amount ofEUR 100000 if facts exist that justify the suspicion that the behavior in question constituted dishonesty orgross violations of the law or the Articles of Association If the general meeting appoints a special auditor thecourt must appoint another special auditor upon the petition of shareholders whose shares cumulativelyconstitute 1 of the share capital at the time the petition is filed or constitute a pro rata share of EUR 100000if this appears necessary in particular because the appointed special auditor is unsuited

242

Shareholders and shareholder associations can solicit other shareholders to file a petition jointly or byproxy for a special audit for the appointment of a special representative or to convene a general meeting orexercise voting rights in a general meeting in the shareholdersrsquo forum of the German Federal Gazette(Bundesanzeiger) which is also accessible via the website of the German Company Register(Unternehmensregister) If there are facts that justify the suspicion that the Company was harmed bydishonesty or a gross violation of law or the Articles of Association shareholders who collectively hold 1 ofthe share capital or a pro rata share of EUR 100000 may also under certain further conditions seek damagesfrom members of the Companyrsquos governing bodies in their own names through court proceedings seeking leaveto file a claim for damages Such claims however become inadmissible if the Company itself files a claim fordamages

The Company may only waive or settle claims for damages against members of the Management Board orSupervisory Board three years after such claims arose and if the shareholders grant their consent at the generalmeeting by simple majority vote and if no objection is raised and documented in the minutes of the generalmeeting by shareholders whose shares cumulatively constitute 10 of the share capital

Under German law individual shareholders and all other persons are prohibited from using their influenceon the Company to cause a member of the Management Board or the Supervisory Board to take an actiondetrimental to the Company A shareholder with a controlling influence may not use that influence to cause theCompany to act contrary to its own interests unless there is a domination agreement (Beherrschungsvertrag)between the shareholder and the Company and unless the influence remains within the boundaries of certainmandatory provisions of law or compensation is paid for the disadvantages that the Company suffers from suchinfluence Any person who intentionally uses his or her influence on the Company to cause a member of theManagement Board or the Supervisory Board an authorized representative (Prokurist) or an authorized agent(Handlungsbevollmaumlchtigter) to act to the detriment of the Company or its shareholders is liable to compensatethe Company and the affected shareholders for the resulting losses Alongside a person who uses his or herinfluence to the detriment of the Company the members of the Management Board and Supervisory Board canbe jointly and severally liable if they acted in violation of their duties

222 Management Board

2221 Overview

Under the Articles of Association the Management Board consists of at least two members TheSupervisory Board determines the exact number of members and may appoint a member of the ManagementBoard to act as chairperson of the Management Board and another member as vice chairperson

Pursuant to section 84 para 1 sentence 1 AktG the Supervisory Board appoints members of theManagement Board for a maximum term of five years

Reappointment or extension of the term of members of the Management Board each for a maximumperiod of up to five years is permissible The Supervisory Board may revoke the appointment of a member ofthe Management Board prior to the expiration of the memberrsquos term for good cause such as a gross breach offiduciary duty or if the general meeting passes a vote of no-confidence with respect to such member unless theno-confidence vote was clearly unreasonable The Supervisory Board is also responsible for entering intoamending and terminating service agreements with members of the Management Board and in general forrepresenting the Company in and out of court vis-agrave-vis the Management Board

The Management Board makes decisions in its meetings with the approval of a simple majority of thevotes cast outside meetings with a simple majority of its members The Management Board has quorum whenall members have been invited and at least half of the members participate in the adoption of a resolution As arule the Management Board will pass resolutions in meetings including at meetings held via telephone andvideo conferences If no Management Board member objects resolutions may also be passed at the order ofthe chairperson of the Management Board outside meetings via telephone or video conference or by votestransmitted in writing by facsimile by email or by other commonly used means of communication Absentmembers are required to be informed without undue delay of the resolutions passed in their absence At theinstruction of the chairperson of the Management Board a resolution passed in the meeting may be combinedwith a resolution passed outside the meeting The Management Board adopts resolutions by a majority of thevotes cast by the participating members unless the Management Board consists of two members in which caseresolutions may be passed unanimously only Further details particularly regarding composition duties overallresponsibility allocation of responsibility for particular functions and internal organization are governed by theinternal rules of procedure for the Management Board which were resolved by the Supervisory Board onFebruary 9 2021 and entered into force with immediate effect on the same day

243

The Company is legally represented vis-agrave-vis third parties and in court proceedings by two members of theManagement Board or by one member of the Management Board together with an authorized representative(Prokurist)

The internal rules of procedure for the Management Board which were adopted by the Supervisory Boardon February 9 2021 provide for a delegation of responsibilities to individual members of the ManagementBoard on the basis of the schedule of responsibilities (Geschaumlftsverteilungsplan) The schedule ofresponsibilities is an annex to the internal rules of procedure for the Management Board and it falls withinthe Supervisory Boardrsquos power to pass change or repeal the schedule of responsibilities for the ManagementBoard

2222 Members of the Management Board

The following table lists the current members of the Management Board and their respectiveresponsibilities

NamePosition Born

Firstappointedin(1) Appointed until Responsibilities

Vivek Badrinath 1969 2020 December 31 2023 Chief Executive Officer (ldquoCEOrdquo)Thomas Reisten 1972 2020 December 31 2023 Chief Financial Officer (ldquoCFOrdquo)Christian Sommer 1967 2020 December 31 2023 General Counsel (ldquoGeneral Counselrdquo)

Company Secretary

Note

(1) Reflects first appointment as a managing director of Vantage Towers GmbH (ie prior to the change of legal form of theCompany)

The following description provides summaries of the curricula vitae of the current members of theManagement Board and indicates their principal activities outside the Group to the extent those activities aresignificant with respect to the Group

Vivek Badrinath

Mr Badrinath studied engineering and applied mathematics at the Eacutecole Polytechnique and the EacutecoleNationale Supeacuterieure des Teacuteleacutecommunications (ENST) He joined Vodafone and the executive committee asCEO for Africa Middle East Asia Pacific (ldquoAMAPrdquo) in October 2016 Until April 2020 he oversawVodafonersquos operations in South Africa Australia Egypt Ghana Kenya New Zealand and Turkey and untilFebruary 2021 in India which included overseeing three listed companies Vodacom Vodafone Idea Limited(until February 2021) and Safaricom Additionally he was a board member of Vodafonersquos operations in SouthAfrica India Qatar Australia and Egypt He served a term of two years as board member of the GSMA theindustry association of the mobile industry From 2014 to 2016 he was at Accor SA as deputy chief executiveresponsible for marketing digital solutions distribution and information systems He had a long career intelecommunications technology and enterprise services within Orange SA where he served as deputy chiefexecutive from 2013 to 2014 and held other roles including executive officer for business services and chieftechnology officer from 2004 to 2009 From 2000 to 2003 he ran the Indian operations of ThomsonMultimedia He was a board member of Nokia Oyj between 2014 and 2016 of Accor SA between 2016 and2019 and is now a board member of Atos SE Since April 2020 he has been a member of the ManagementBoard and the chief executive officer of the Company

Thomas Reisten

Mr Reisten studied business administration at the University of Muumlnster Germany After his studies hestarted his career in 1998 in the Finance Department of Mannesmann D2 before it was acquired by theVodafone group Following several finance roles at Vodafone Germany he had a number of different financeroles across the Vodafone footprint He had financial oversight for the Vodafone Group operating companies inAfrica Asia New Zealand and Australia as well as Vodafonersquos business-to-business operations globallyMr Reisten was chief financial officer of Vodafone Ireland from 2010 to 2013 chief financial officer ofVodafone Idea Limited from 2014 to 2018 chief financial officer of Vodafone Business from 2019 to 2020 andchief financial officer for AMAP Region from 2018 to 2020 Mr Reisten was appointed chief financial officerof the Company in June 2020 On January 14 2021 he was appointed chair of Cornerstone

244

Mr Reisten has been a member of the board of Indus Towers in India since 2014 one of the largest towercompanies globally He has previously also served on the board of Vodafonersquos operations in India AustraliaEgypt Ghana New Zealand South Africa and Vodafone Business

Christian Sommer

Mr Sommer studied law at the university of Freiburg Germany after finishing a banking apprenticeship atUniCredit He is admitted to the legal bar in both Germany and the Czech Republic He started his professionalcareer in the group legal department of Mannesmann AG and subsequently joined the legal department ofMannesmann Eurokom GmbH He joined Vodafone in 2001 where he held several positions in the legaldepartment of Vodafone Group Since May 2020 he has been the General Counsel of the Company

All members of the Management Board may be reached at the Companyrsquos offices at Prinzenallee 11ndash1340549 Duumlsseldorf Germany (telephone +49 211 617120)

The following overview lists all of the companies and enterprises in which the members of theManagement Board currently hold seats or have held seats on administrative management or supervisoryboards or comparable German or foreign supervisory bodies or of which they were partners during the lastfive years with the exception of the Company and companies within the Group

Vivek Badrinath Current seats

bull Atos SE (France)

Past seats

bull GSM Association (GSMA)

bull Vodafone India Ltd subsequently Vodafone Idea Ltd (India)

bull Vodafone Egypt Telecommunications SAE (Egypt)

bull Vodacom Group Ltd (South Africa)

bull Safaricom Plc (Kenya)

bull Vodafone Hutchison Australia Limited subsequently TPGTelecom Ltd (Australia)

bull Vodafone and Qatar Foundation LLC (Qatar)

bull Vodafone Qatar PQSC (Qatar)

bull Accor SA (France)

bull AAPC India Hotel Management Pvt Ltd (India)

bull Nokia Oyj (Finland)

Thomas Reisten Current seats

bull Indus Towers Ltd (India)

Past seats



bull Ghana Telecommunications Company Ltd (Ghana)


bull Vodafone Australia Pty Ltd (Australia)

bull Vodafone Network Pty Ltd (Australia)

bull TPG Telecom Ltd (Australia)

bull Vodafone Hutchison Finance Pty Ltd (Australia)

bull Vodafone Hutchison Receivables Pty Ltd (Australia)

bull Vodafone Hutchison Spectrum Pty Ltd (Australia)

245

Christian Sommer Current seats

bull None

Past seats

bull Vodafone Sales amp Services Ltd

bull Vodafone IP Licensing Ltd

2223 Remuneration and Other Benefits of the Members of the Management Board

As noted above all members of the Management Board were appointed after March 31 2020Accordingly no member of the Management Board received any compensation from the Company during thefinancial year ended March 31 2020

During the six months ended September 30 2020 and the three months ended December 31 2020 theCompany was still established in the legal form of a German limited liability company (Gesellschaft mitbeschraumlnkter Haftung) and during these periods the aggregate remuneration paid by the Company to themembers of the management board of Vantage Towers GmbH amounted to approximately EUR 800000 andEUR 500000 respectively For further information see Note 8 of the Audited Six-Month CondensedCombined Interim Financial Statements and Note 8 of the Unaudited Three-Month Condensed CombinedInterim Financial Statements

22231 Remuneration System

The remuneration system for the Management Board is intended to reflect the long-term strategicobjectives of the Group and the responsibilities of the members of the Management Board as well as the scopeof their roles while at the same time considering each memberrsquos level of experience The members of theManagement Board are incentivized to deliver guidance and beyond It is the intention that approximately halfof their maximum potential short term and long term incentive remuneration where linked to financial metricsis subject to meeting guidance targets A meaningful portion of the variable incentives is dependent on theoutperformance of the guidance targets (for a description of the performance based remuneration seeldquo222312 Performance-Based Variable Remuneration Componentsrdquo)

The proposed target compensation structure for the members of the Management Board consists of non-performance and performance-based components For Mr Badrinath Mr Reisten and Mr Sommer theproposed target compensation structure comprises 26 to 36 42 to 52 and 39 to 49 base compensation(non-performance-based salary including fringe benefits and transitional allowances and pension contribution)respectively 18 to 28 15 to 25 and 16 to 26 short-term performance-based compensationrespectively and 41 to 51 28 to 38 and 30 to 40 long-term performance-based compensationrespectively in each case as a proportion of the target compensation

The individual members of the Management Board will receive the following remuneration components

222311 Non-Performance-Based Salary

The members of the Management Board receive a fixed annual base salary in cash which is paid in twelveinstalments Pursuant to the service agreements with each member of the Management Board the annual basecompensation is EUR 725004 gross for Mr Badrinath EUR 410004 gross for Mr Reisten and EUR 280008gross for Mr Sommer

In addition certain monetary and non-monetary benefits are provided such as supplementary enhancedsick pay for a period of up to twelve months director and officer insurance (for each of the members of theManagement Board) transitional allowance of EUR 288000 gross in total for three years (Mr Badrinath)transitional allowance of EUR 216000 gross in total for three years (Mr Reisten) invalidity and deathinsurance covering accidents based on the Companyrsquos guidelines (as amended) provision of a company car orcompany car allowance and other fringe benefits such as contributions to health (including costs connected withpreventive medical examinations) and pension insurance (each for all members of the Management Board)

246

222312 Performance-Based Variable Remuneration Components

The variable remuneration consists of the following components

2223121 Short-Term Incentive

The annual short-term incentive (the ldquoSTIrdquo) will be paid in cash annually and is subject to certainfinancial KPIs consisting of Adjusted EBITDAaL (expected to be weighted 30) Recurring Free Cash Flow(expected to be weighted 30) incremental non-Vodafone revenue (expected to be weighted 20) and non-financial KPIs (expected to be weighted 20) For 100 target achievement members of the ManagementBoard will receive an STI which amounts to 100 of the annual fixed salary (gross) for Mr Badrinath and60 of the annual fixed salary (gross) for Mr Reisten and Mr Sommer After the end of every financial yearthe Supervisory Board establishes the STI amount to be delivered depending on the degree of targetachievement where the degree of target achievement for financial KPIs is calculated linearly between 0 and200 and for non-financial KPIs the Supervisory Board assesses the performance of each metric anddetermines their respective achievement The STI is capped at 200 of the target amount

2223122 Long-Term Incentive

Under the long-term incentive plan (ldquoLTIrdquo) typically during the beginning of each financial year themembers of the Management Board are granted annually an award of notional shares (the ldquoNotional Sharesrdquo)for a certain performance period (typically three financial years) during which the performance conditions aremeasured (ldquoPerformance Periodrdquo) After the Performance Period based on the relative fulfilment of theperformance conditions and the non-occurrence of forfeiture events the Supervisory Board will determine thenumber of Notional Shares that may vest and be transferred to the relevant member of the Management Boardin the form of actual shares of the Company (ldquoActual Sharesrdquo) The Actual Shares are then subject to aholding period during which the Management Board members must not monetize the them Such holdingperiod ends no earlier than the fourth anniversary of the date of granting the Notional Shares

The number of Notional Shares vesting to the respective member of the Management Board at the end ofthe Performance Period is based on the achievement of the performance conditions These include RecurringFree Cash Flow as a financial component (accounting for no less than 50) total shareholder returns (ldquoTSRrdquo)compared to a peer group of companies of similar size and complexity as a market component and an ESGcomponent

The relative weightings will be reviewed annually but are anticipated to be 60 Recurring Free CashFlow 30 TSR and 10 ESG for the first LTI grant The achievement of the performance conditions will becalculated separately for each performance condition and the maximum number of Notional Shares which mayvest with respect to a performance condition corresponds to the relative weighting of such performancecondition

Each member of the Management Board has a target award level for each annual Notional Shares awardThe annual target amount for a member of the Management Board equals 200 of the annual fixed base salary(gross) for Mr Badrinath and 100 of the annual fixed base salary (gross) for Mr Reisten and Mr Sommer

The initial allocation of Notional Shares at the grant date is based on an assumed maximum achievementof the performance conditions (ldquoMaximum Allocationrdquo) and the number of Notional Shares so grantedrepresents 200 of the Notional Shares which are equivalent to the Notional Shares pursuant to the respectivetarget award level In addition at least for each performance condition which is linked to financial metrics aminimum and maximum threshold level of performance will be established The Notional Shares vesting inrelation to each performance condition will then be calculated on the basis of the actual achievement whereasin the case of reaching the minimum threshold it is anticipated that 25 of the Maximum Allocation wouldvest in the case of the achievement of the target level 50 of the Maximum Allocation would vest and in thecase of reaching the maximum threshold performance 100 of the Maximum Allocation would vest Inbetween the minimum performance threshold and the target level achievement as well as between the targetlevel threshold and the maximum achievement of the performance conditions the number of Notional Shareswhich will vest is calculated on a pro rata basis subject to the achievement of the performance conditions Ifthe minimum threshold is not reached no Notional Shares will vest in relation to such performance conditionWith respect to the ESG performance condition the respective ESG performance targets will be determined atgrant and the long-term remuneration attributable to this performance condition will be determined after theend of the performance period

247

The members of the Management Board will also be entitled to a dividend equivalent which is equivalentto the Euro amount of any dividends paid by the Company to its shareholders in the period between the grantdate of the LTI and the date on which the Actual Shares are transferred to the members of the ManagementBoard This dividend equivalent will be granted in the form of additional Notional Shares For that purpose thedividend amount per share paid in the relevant period will be converted into shares (rounded down to nearestwhole share) that will be added to the Notional Shares and thus will accordingly be subject to the adjustmentand calculation mechanism regarding the Notional Shares granted at grant date and as described above Suchcalculation is made on the basis of the stock price on the ex-dividend date

In the case of extraordinary events or developments such as a demerger of the Company material changesin the shareholder structure or certain capital or structuring measures of the Company the Company is entitledto prematurely vest the Notional Shares or adjust the terms or the number of Notional Shares each subject tocertain conditions

The maximum number of Actual Shares that may be transferred to a member of the Management Boardfollowing vesting may be capped by the total remuneration cap as determined in the individual servicecontracts of the members of the Management Board (see below ldquo2223125 Maximum Remunerationrdquo)

2223123 Malus and Clawback

Malus and clawback provisions apply based on the members of the Management Boardrsquos service contractsin relation to the STI and LTI in the event of individual andor organizational misconduct Individualmisconduct means intentional or grossly negligent conduct by the members of the Management Board that isunethical or in breach of their duties as well as in particular criminal behaviour (eg fraud or taking bribes)Organizational misconduct means cases in which the members of the Management Board have violatedintentionally or grossly negligently their monitoring or organizational duties Both kinds of misconduct maylead to a reduction of the STI andor LTI by up to 100 of the maximum STI andor LTI remuneration or tothe clawback of an STI andor LTI (in part or in full) that has already been paid out if the Company informsthe member of the Management Board of the clawback within three years after pay-out

2223124 Pension Benefits

The members of the Management Board participate in the Vodafone pension scheme for senior executives(Vodafone Pensionsplan Fuumlhrungskraumlfte) The monthly contribution of the Company under this schemeamounts to 3 of the fixed monthly base salary up to the applicable income threshold and 16 of the fixedmonthly base salary above the applicable income threshold

2223125 Maximum Remuneration

The maximum remuneration is the numerical cap and therefore the highest possible actual pay-out thatcan be received for the relevant financial year consisting of non-performance-based salary (including fixed basesalary fringe benefits and pension benefit commitments) STI and long-term variable remuneration under theLTI The maximum remuneration will be determined by the Supervisory Board and may be amended from timeto time subject to applicable law The current maximum annual remuneration amounts to EUR 13 million forMr Badrinath EUR 4 million for Mr Reisten and EUR 4 million for Mr Sommer If the maximumremuneration is exceeded the Supervisory Board will be entitled to reduce or if payout or transferrespectively has already occurred to claim back in accordance with the claw-back regulations the payoutamount of the STI andor the amount of shares to be transferred under the LTI plan equal to the amount bywhich the maximum remuneration has been exceeded

22232 Commitments in Connection with Termination of Management Board Membership

The revocation of the appointment as member of the Management Board is subject to restrictions understatutory law and generally requires ldquogood causerdquo The impact of a revocation on the Management Boardmemberrsquos compensation including any severance will depend on the terms of the service contract in place

If the service contract of a member of the Management Board is terminated during a financial year thebase salary and the variable remuneration (STI and LTI) as well as other remuneration components will besettled pro rata temporis unless otherwise specified in the service contract The target values for STI and LTIwill be set pro rata temporis The amount of the pay-out respectively of the grant will continue to be based onthe originally agreed targets and criteria and will occur at the respective due date

248

If the Company is entitled to terminate the service contract of a member of the Management Board forgood cause or in case of an unjustified resignation from office by the member of the Management Board themember of the Management Board is not entitled to any grants under the STI and LTI for the current financialyear

In the event of a termination of service contract of a member of the Management before the agreed termhas ended any severance payment to compensate the remuneration of the member of the Management Board(including all fringe benefits and benefits in kind) will be limited to a maximum of two annual fixed basesalaries If the remaining duration of the service contract is less than two years this severance cap will bereduced pro rata temporis A possible severance payment will not be paid if the Company would be entitled toterminate the service contract according to Sec 626 of the German Civil Code (BGB) or in case of resignationof the Board Member without good cause for which the Company is responsible

22233 Secondary Activities of Members of the Management Board Term DampO Insurance

During the term of their service relationship the assumption of Supervisory Board mandates advisoryboard mandates and any other secondary occupation by members of the Management Board requires the priorconsent of the Supervisory Board

During the term of the service agreement the members of the Management Board are not permitted towork for a company or hold an interest in a company that competes with the Company or its affiliates or has asignificant business relationship with the Company or its affiliates Freelance or consulting work for such acompany is also prohibited

The term of the service contracts between the members of the Management Board and the Company eachcommenced on January 16 2021 and runs until and includes December 31 2023 During such terms eachservice contract may only be terminated for good cause under statutory law

All members of the Management Board are covered by the applicable directors and officers insurancepolicies with market standard coverage and a deductible in line with the respective provisions of the GermanStock Corporation Act (Aktiengesetz) of 10 of the damage but not exceeding 150 of the fixed annualremuneration for all claims within one year The directors and officers insurance policies cover financial lossesarising from a breach of duty by the members of the Management Board in the course of fulfilling their duties

22234 Treatment of Vodafone Entitlements after Initial Public Offering

The members of the Management Board currently participate in long term incentive programs of VodafoneGroup Plc granted in the financial years ended March 31 2019 2020 and 2021 which would (if not amended)subject to the level of achievement of the performance conditions result in the vesting of shares in VodafoneGroup Plc in June 2021 June 2022 and June 2023 It is currently intended that the long term incentive grantedin the financial year ended March 31 2019 will result in the vesting of shares in Vodafone Group Plc The longterm incentive awards granted in the financial years ended March 31 2020 and 2021 are currently subject tofurther discussions as to whether the underlying shares subject to these awards may be exchanged to result inthe vesting of shares in the Company instead of shares in Vodafone Group Plc

2224 Shareholdings of the Members of the Management Board in the Company and ShareOwnership Guidelines

As of the date of this Prospectus no member of the Management Board directly or indirectly holdsCompany shares or options on Company shares

Following the Offering the CEO will be required to hold a value equivalent to 300 of the annual fixedbase salary (gross) in shares of the Company For the other members of the Management Board the shareownership will be set at a value equivalent to 100 of the annual fixed base salary (gross) for the CFO and50 of the annual fixed base salary (gross) for the General Counsel An individualrsquos share ownership guidelineneeds to be met within five years from the date of their respective appointment

223 Supervisory Board

2231 Overview

In accordance with the Articles of Association and sections 95 and 96 AktG the Supervisory Boardconsists of nine members All members of the Supervisory Board are elected by the Companyrsquos generalmeeting Further simultaneously with the election of the Supervisory Board members the general meeting may

249

appoint substitute members to replace a member of the Supervisory Board retiring before the expiration of hisor her term without a successor having been appointed and in the sequence determined at the election The termof office of such substitute members are to expire upon the conclusion of the general meeting at which asuccessor is appointed and at the latest at the end of the term of office of the leaving member If the substitutemember whose term of office has terminated due to the election of a successor was appointed as substitutemember for several members of the Supervisory Board its position as substitute member shall be renewedReelection of members of the Supervisory Board is possible

The Supervisory Board members as well as each substitute member are elected for a period ending withthe close of the general meeting that resolves on the formal approval (Entlastung) of the Supervisory Board forthe fourth financial year following the beginning of their term of office unless a shorter term of office isdetermined at the time when the Supervisory Board members are elected by general shareholdersrsquo meetingWhen calculating the respective term of office the financial year in which the term of office commences shallbe disregarded

The Supervisory Board members may be removed from office by a resolution of the general meeting ifsuch resolution is approved by at least a majority of the votes cast In addition each member of theSupervisory Board and each substitute member may resign from office even without good cause with onemonthrsquos written notice which may be waived or shortened by the chairperson of the Supervisory Board or incase if a resignation of the chairperson his or her deputy With good cause the resignation may take place withimmediate effect Following the general meeting at which the members of the Supervisory Board have beenelected for a new term the Supervisory Board will elect a chairperson and one or several deputy chairpersonsfrom among its members to serve for the duration of those membersrsquo terms of office as members of theSupervisory Board or a shorter period if so determined by the Supervisory Board If the chairperson or adeputy chairperson leaves such office before the end of their term the Supervisory Board will conduct a newelection without undue delay

The Supervisory Board issues its own rules of procedure (Geschaumlftsordnung des Aufsichtsrats) inaccordance with mandatory statutory provisions and the Articles of Association It is further authorized to formcommittees from among its members in accordance with the law and the Articles of Association To the extentpermitted by law or by the Articles of Association the Supervisory Board may delegate its duties and rights toits chairperson individual members or committees comprising its members The Supervisory Board willdetermine the composition powers and procedures of the committees The current version of the SupervisoryBoardrsquos internal rules of procedure was passed by resolution of the Supervisory Board on February 9 2021The Supervisory Board is required to hold at least two meetings in each calendar half-year and is required tohold one meeting in each calendar quarter

The Articles of Association provide that resolutions of the Supervisory Board will generally be passed inphysical meetings Resolutions on items on the agenda that have not been notified in good time may only bepassed if no member objects to the vote In such a case absent members of the Supervisory Board shall begiven the opportunity to object to the resolution within a reasonable period set by the chairperson Theresolution only becomes effective if no absent member has objected within the set period

At the request of the chairperson resolutions of the Supervisory Board may also be passed (i) outside ofphysical meetings by votes submitted or cast in writing by telephone by video conference or by other meansof electronic communication(s) (including email) including by circular procedure (Umlaufverfahren oderRundruf) as well as (ii) by way of a combination of meeting and votes cast by members of the SupervisoryBoard not participating in the meeting The Supervisory Board will constitute a quorum if at least half of thetotal number of members of which it has to be composed participate in the adoption of the resolution

Unless otherwise provided by mandatory law resolutions of the Supervisory Board are passed by a simplemajority of the votes cast An abstention will not be considered as a vote cast

250

2232 Members of the Supervisory Board

The following table lists the current members of the Supervisory Board

Name BornMembersince

Appointeduntil Position Principal occupation

Ruumldiger Grube 1951 2021 2025 Chairman Business Consultant

Charles C Green III 1946 2021 2025 Member andChair of Audit and

Risk Committee

Non-Executive Director and Advisoredotco Group Sdn BhdNon-Executive Director

Frontier Tower Associates

Terence Rhodes 1955 2021 2025 Member Professional Board Member

Katja van Doren 1966 2021 2025 Member andChair of Remuneration

Committee

Chief Financial Officer andChief Human Resources Officer

RWE Generation SE

Rosemary Martin 1960 2021 2025 Deputy Chairperson General Counsel andCompany SecretaryVodafone Group Plc

Michael Bird 1982 2021 2025 Member Group MampA DirectorVodafone Group Plc

Barbara Cavaleri 1969 2021 2025 Member Finance Director Vodafone Italy

Johan Wibergh 1963 2021 2025 Member Head of IT and NetworksVodafone Group Plc

Pinar Yemez 1974 2021 2025 Member Human Resources DirectorVodafone Business and

Group Functions

The following description provides summaries of the curricula vitae of the current members of theSupervisory Board and indicates their principal activities outside the Group to the extent those activities aresignificant with respect to the Group

Ruumldiger Grube

After technical training in metal aircraft construction at Messerschmitt-Boumllkow-Blohm Prof Dr Grubewent on to study automotive engineering and aircraft construction at the University of Applied Sciences inHamburg graduating as a qualified engineer Subsequently he studied vocational and business teaching at theUniversity of Hamburg He completed a doctorate in business and employment studies in 1986

From 1986 to 1989 he worked as a freelance consultant for Messerschmitt-Boumllkow-Blohm and went on towork in a number of managerial posts at MBB SE Deutsche Airbus GmbH and Daimler-Benz Aerospace AGFrom 1996 to 1999 he was Senior Vice President and Head of Corporate Strategy at Daimler-Benz AG andDaimlerChrysler AG After serving as CEO for one year of Haumlussler-Gruppe in 2000 he returned toDaimlerChrysler as Senior Vice President for Corporate Development and Head of Post-Merger-Integrationbefore becoming a member of the Board of Management From 2001 to 2009 Prof Dr Grube was a member ofthe Board of Management at DaimlerChrysler AG (later Daimler AG) and was responsible for corporatedevelopment and equity interests as well as mergers and acquisitions and from 2004 onwards he was alsoresponsible for all business in Northeast Asia From 2005 to 2009 he was chairman of the supervisory board ofEADS (subsequently Airbus Group SE) From 2009 to 2017 he was CEO and Chairman of the ManagementBoard of Deutsche Bahn AG and since 2017 he chairs the investment banking business of US advisory firmLazard Limited in Germany

Prof Dr Grube has also been a member of various supervisory boards and boards of directors forcompanies such as Hyundai Motors McLaren-Mercedes Mitsubishi Motors as well as the Hamburg-PortAuthority HPA He is currently a member of the Advisory Council of Deutsche Bank Aktiengesellschaft and ofthe supervisory boards of DEUFOL SE RIB-Software SE and AlstomBombardier Germany GmbH andchairman of the supervisory boards of Hamburger Hafen und Logistik AG HHLA and Vossloh AG

His honorary activities include being Chairman of the Board of Trustees of Deutsche Nationalstiftung(German national foundation) Prof Dr Grube is also Honorary Professor in Mobility and Logistics at theTechnical University of Hamburg

251

Charles C Green III

Mr Green graduated with a Master of Business Administration (Finance) from the University of Texas atAustin TX in 1969 He qualified as a Chartered Financial Analyst in 1974 and started his professional careerin 1969 at J P Morgan Investment Management He has international tower experience spanning over 22 yearsand has been a director of Treptow Development Company and Torch Energy Advisors Inc and certain of itsaffiliates Mr Green was also executive vice president group chief financial officer and director of allsubsidiaries of Crown Castle International Corporation and launch chief executive officer and director of theInternational Digital Infrastructure Alliance Further Mr Green has been co-founder chief executive officerexecutive chair and director of Helios Towers Africa LLP and a director of Helios Investment Partners

Mr Green is a member of the CFA Institute and of the CFA Society of the UK (previously known as theUK Society of Investment Professionals) He has also been awarded the first Lifetime Achievement Award inthe industry in 2016 and Top 20 Tower Industry Executives of 2020 by TowerXchange

Terence Rhodes

Mr Rhodes holds an MSc in Economics from the London School of Economics an MBA from LondonBusiness School and is a graduate of their Investment Management Program He started his career as aneconomist at UK Government departments including HM Treasury and then worked in senior positions at O2BT Group Plc and Cable and Wireless Plc before co-founding Celtel

Mr Rhodes has over 30 years of experience in mobile telecommunications the last 12 years of whichhave been as a provider of tower Site services From 2008 to 2020 Mr Rhodes was a co-founder director andfrom 2014 he was the chief executive officer of Eaton Towers Ltd a UK based company providingtelecommunications infrastructure in six countries across Africa

Previously Mr Rhodes co-founded Celtel International BV in 1998 a pan-African mobile telecomscompany operating in 14 countries In 2012 Mr Rhodes was a founder and non-executive director of Puma 9VCT Plc

Katja van Doren

Katja van Doren studied business administration at the University of Cologne and at Eacutecole des HautesEacutetudes Commerciales Paris (HEC) from 1985 to 1991 and obtained a Master of Business Administration From1991 to 1999 she worked for KPMG in Duumlsseldorf and Paris She passed the German professional exams asCertified Public Accountant (Wirtschaftspruumlfer) and as Tax Consultant (Steuerberater) From 1999 to 2013Katja van Doren held several positions in RWErsquos German Supply and Distribution Network OperationsBusiness In 2014 Katja van Doren became the Group Division Manager Accounting amp Tax at RWE AG Shewas member of the supervisory boards of Suumlwag AG and Stadtwerke Kamp-Lintfort GmbH From 2016 to2017 she became Division Manager Accounting amp Tax at Innogy SE From 2014 to 2020 Katja van Dorenwas the chairman of the RWE Pensionsfonds AG Katja van Doren was appointed to serve as a member of theexecutive board of RWE Generation SE as of September 1 2017 She acts as chief financial officer and ChiefHuman Resources Officer of RWE Generation SE In addition she is a member of the supervisory boards ofSocieacuteteacute Eacutelectrique de lrsquoOur Luxembourg and Groszligkraftwerk Mannheim AG

Rosemary Martin

Ms Martin qualified as an English solicitor in 1985 and has a degree in Philosophy with Literature fromthe University of Sussex and an MBA in Legal Practice After two years at the College of Law in GuildfordUK in 1983 Ms Martin began her career at Rowe amp Maw a law firm in London becoming a partner in 1989In 1997 she moved to Reuters Group Plc as Deputy Company Secretary becoming Company Secretary andthen General Counsel amp Company Secretary and a member of the grouprsquos Executive Committee In 2008 shejoined Practical Law Company an online legal information company as chief executive In 2010 Ms Martinjoined Vodafone Group Plc as General Counsel amp Company Secretary Rosemary is a member of the VodafoneGroup executive committee and a trustee of the Vodafone Foundation In addition to her executive role MsMartin is a member of the Panel on Takeovers and Mergers (UK) a trustee of Lloydrsquos Register Foundation anda member of the Council of the University of Sussex

She is also a member of the advisory boards of the Oxford Internet Institute and LuminanceTechnologies Ltd and was formerly a director of HSBC Bank Plc and the Legal Services Board and was anindependent non-executive of Ernst amp Young

252

Michael Bird

Mr Bird is a chartered accountant with a degree in mathematics economics and statistics from WarwickUniversity UK He began his professional career at PriceWaterhouseCoopers LLP in 2004 initially working onaudit engagements before moving to the corporate finance practice where he also had a two year secondment tothe Panel on Takeovers and Mergers (UK) the regulator of UK public company mergers and acquisitions In2011 he moved into investment banking joining Morgan Stanleyrsquos UK investment banking team Since 2015Michael has worked in Vodafone Group Plcrsquos mergers and acquisitions team and became Vodafone GroupMampA Director in 2019

Barbara Cavaleri

Mrs Cavaleri graduated in Business Administration at Bocconi University in Milan Mrs Cavaleri startedher professional career as an Auditor and Senior Consultant in one of the big five accounting firms

Mrs Cavaleri then joined Vodafone Italia SpA in Italy where she held different finance roles In 2014 shemoved to the Vodafone Group Plc in London as Finance Director for Group Technology supporting the GroupTechnology Director and the Technology Leadership Team in investment decisions and monitoring and capitalexpenditure allocations During this period she was the Chairman of the Audit Committee for VodafoneEspantildea SAU

Since 2016 Mrs Cavaleri is Finance Director of Vodafone Italia SpA

In addition she is a Board Member of Vodafone Italia SpA and some of the smaller Vodafone legalentities and Chairman of VEI Srl and previously of Vodafone Towers Srl (the Vodafone tower company createdin 2019 which has since then merged into INWIT)

Johan Wibergh

Mr Wibergh graduated with a masterrsquos degree in computer science from Linkoumlping University SwedenHe joined Vodafone Group Plc and the Executive Committee in May 2015 as Group Chief Technology Officerand Chief Information Officer He is responsible for all aspects of Network and IT in Vodafone includingstrategy architecture vendor executive management delivery operation and performance technology securityincluding Cyber Security product development all IT systems including all digital interactions with customers

Before joining Vodafone Group Plc Mr Wibergh held profit and loss responsibilities for 23 years in thetelecom vendor industry at Ericsson as well as in the IT industry Mr Wibergh was responsible for theNetworks product business in Ericsson Other positions include chairman of the region Latin America for fiveyears and twice-local market president (Brazil and the Nordic and Baltic countries)

Mr Wibergh is a member of the board of directors of the Silicon Valley company Trimble Inc that islisted on NASDAQ

Between 2016 and 2018 Mr Wibergh served as the chairman of the Next Generation Mobile Network analliance comprising most of the leading MNOs in the world (such as ATampT Verizon China Mobile DeutscheTelecom and NTT DoCoMo) He has served for six years on the board of the Royal Technical University inStockholm as well as on the board of The Association for Technology Companies in Sweden He also spentfive years on the board of The Confederation of Swedish Enterprises Mr Wibergh served on the board andaudit committee of ST-Ericsson a 5050 joint venture between Ericsson and STMicroelectronics Mr Wiberghis also a member of the Customer Board of Advisors for IBM Huawei and Amdocs

Pınar Yemez

Ms Yemez holds a bachelorrsquos degree in Economics from the University of California Irvine and anExecutive Masterrsquos degree in Coaching and Consulting for Change at INSEAD University Fontainebleau Pinarstarted her professional career in investment consultancy at Merrill Lynch US and then joined Bristol MyersSquibb in 1997 where she held Finance Treasury Manager and Human Resources Director roles Subsequentlyshe worked in London as UK Human Resources Director then as Europe Human Resources OperationsDirector and Europe Talent Management and Acquisition Director in Paris Pınar joined Vodafone Turkey in2012 as Human Resources Director and moved to Vodafone Group Plc as Human Resources Director forVodafone Business Group in 2018 Currently she is Human Resources Director for Vodafone Business andGroup Functions of Vodafone Group Plc and has been a director of Vodafone Group Services Limited since2019 Pinar has contributed to several NGOs and non-profit organizations in Turkey at Board level including

253

Women On Board Women Corporate Directors People Management Association and Turkish QualityAssociation

All members of the Supervisory Board may be reached at the Companyrsquos offices at Prinzenallee 11mdash1340549 Duumlsseldorf Germany (telephone +49 211 617120)

The following overview lists all of the companies and enterprises in which the members of theSupervisory Board currently hold seats or have held seats on administrative management or supervisoryboards or comparable German or foreign supervisory bodies or of which they were partners during the lastfive years with the exception of the Company and companies within the Group

Ruumldiger Grube Current seats

bull DEUFOL SE

bull Hamburger Hafen und Logistik AG HHLA

bull RIB-Software SE

bull Vossloh AG

bull AlstomBombardier Transportation Germany GmbH

Past seats

bull Deutsche Bahn AG

bull Herrenknecht AG

Charles C Green III Current seats

bull Pinnacle Towers Pte Ltd

bull edotco Group Sdn Bhd

Past seats

bull Helios Towers Africa LLP

bull Helios Towers Nigeria Ltd

bull International Digital Infrastructure Alliance

Terence Rhodes Current seats

bull None

Past seats

bull Eaton Towers Ltd

bull Puma VCT 9 Plc

Katja van Doren Current seats

bull RWE Generation SE

bull Socieacuteteacute Eacutelectrique de lrsquoOur SA Luxembourg

bull Groszligkraftwerk Mannheim AG

Past seats

bull RWE Pensionsfonds AG

bull Suumlwag AG

bull Stadtwerke Kamp-Lintfort GmbH

Rosemary Martin Current seats

bull Vodafone Corporate Secretaries Ltd

bull Vodafone Foundation

bull Lloyds Register Foundation

254

bull Panel on Takeovers and Mergers (UK)

bull University of Sussex

Past seats

bull EY

bull HSBC Bank Plc

bull Vodafone Group (Directors) Trustee Ltd

bull Vodafone Nominees Ltd

bull Rian Mobile Ltd

bull Vodafone Mobile Communications Ltd

Michael Bird Current seats

bull None

Past seats

bull None

Barbara Cavaleri Current seats

bull Vodafone Italia SpA

bull VEI Srl

bull VND SpA

Past seats

bull Vodafone Towers Srl

bull Cable amp Wireless GN Ltd

bull Stentor Ltd

bull Vodafone Global Network Ltd

bull Vodafone Enterprise Global Ltd

bull INWIT

Johan Wibergh Current seats

bull Trimble Inc

Past seats

bull Next Generation Mobile Network (NGMN) Alliance


Pinar Yemez Current seats

bull Vodafone Group Services Ltd

Past seats

bull None

255

2233 Supervisory Board Committees

Under the Articles of Association the Supervisory Board can form committees in accordance with the lawThe composition powers and procedures of the committees will be established by the Supervisory BoardWhere permitted under law decision-making powers of the Supervisory Board may be conferred upon suchcommittees As provided for by the Supervisory Boardrsquos rules of procedure the Supervisory Board has formedthe following committees

22331 Audit Risk and Compliance Committee

The purpose of the Audit Risk and Compliance Committee (Pruumlfungsausschuss) is to assist theSupervisory Board in fulfilling its responsibilities to oversee the accounting and financial reporting processesThese responsibilities include among other things the preparation of the review of the correctness andcompleteness of the Companyrsquos annual financial statements and consolidated financial statements and relateddisclosure as well as the oversight of the Companyrsquos internal control system risk management internal auditand compliance The committee furthermore discusses the semi-annual and the quarterly financialannouncements with the Management Board It also oversees the performance qualifications andindependence of the external auditor prepares the Supervisory Boardrsquos recommendation to the Companyrsquosgeneral meeting regarding the appointment of the auditor and is responsible for the auditor selection procedureif any according to Regulation (EU) No 5372014 of the European Parliament and of the Council of April 162014

The Audit Risk and Compliance Committee also further evaluates the risks of the Group on a regularbasis (see ldquo1618 Compliance and Risk Managementrdquo)

Pursuant to the rules of procedure for the Audit Risk and Compliance Committee the Audit Risk andCompliance Committee will consist of at least three members As of the date of this Prospectus the Audit Riskand Compliance Committee consists of Rosemary Martin Michael Bird Barbara Cavaleri and Charles CGreen III

Section 107 para 4 AktG requires the Company to have at least one member of the audit committee withexpertise in the fields of accounting or auditing within the meaning of section 100 para 5 AktG As concernsthe Supervisory Board and its audit committee Michael Bird Barbara Cavaleri and Charles C Green III areconsidered to possess the respective expertise

22332 Remuneration and Nomination Committee

The Remuneration and Nomination Committee will among others (i) propose to the general meetingsuitable candidates for the Supervisory Board to be elected by the general meeting (ii) propose to theSupervisory Board suitable candidates for appointment to the Management Board and (iii) set assess andrecommend for shareholder approval the remuneration system for the members of the Management Board

Pursuant to the rules of procedure for the Remuneration and Nomination Committee the Remunerationand Nomination Committee will consist of at least three members As of the date of this Prospectus theRemuneration and Nomination Committee consists of Katja van Doren Pinar Yemez and Johan Wibergh

2234 Remuneration and Other Benefits of the Members of the Supervisory Board

In the twelve months ended March 31 2020 members of the Supervisory Board did not receive anyremuneration because a Supervisory Board did not exist during that period

Section 13 of the Articles of Association governs the remuneration of the members of the SupervisoryBoard

Each member of the Supervisory Board receives an annual basic compensation of EUR 80000 Thechairperson of each committee receives a premium of EUR 15000

The annual compensation for the chairperson is EUR 300000 and for the deputy chairpersonEUR 150000

The members of the Supervisory Board who also hold a position within Vodafone Group will waive theirright to receive a remuneration as members of the Supervisory Board of the Company

Supervisory Board members who have served on the Supervisory Board or a committee or performed oneof the aforementioned functions for only part of the financial year will receive prorated compensation for eachmonth or part month

256

2235 Shareholdings of the Members of the Supervisory Board in the Company

As of the date of this Prospectus no members of the Supervisory Board directly or indirectly holdCompany shares or options on Company shares

224 Certain Information Regarding the Members of the Management Board and Supervisory BoardConflicts of Interest

In the last five years no member of the Management Board or Supervisory Board has been convicted offraudulent offences

In the last five years no member of the Management Board or Supervisory Board has been associatedwith any bankruptcy receivership or liquidation acting in its capacity as a member of any administrativemanagement or supervisory body or as a senior manager

Additionally no official public incriminations andor sanctions have been made by statutory or legalauthorities (including designated professional bodies) against the members of the Management Board orSupervisory Board nor have sanctions been imposed by the aforementioned authorities in the last five years

No court has ever disqualified any of the members of either board from acting as a member of theadministrative management or supervisory body of an issuer or from acting in the management or conduct ofthe affairs of any issuer for at least the previous five years

Five members of the Supervisory Board hold senior positions at Vodafone and hold shares in VodafoneGroup Plc including as part of the remuneration they receive from Vodafone Following the Offering thesemembers of Vodafone senior management will continue to be members of the Supervisory Board See ldquo2222Members of the Management Boardrdquo and ldquo2232 Members of the Supervisory Boardrdquo Accordingly theirinterests may not be aligned with those of the Company or the Companyrsquos other shareholders which constitutesa potential conflict of interest Members of the Supervisory Board may not act in their own interests or in theinterests of persons or companies with whom they have a close relationship if those interests conflict with thoseof the Company

Neither the members of the Management Board nor the Supervisory Board have entered into a serviceagreement with a Group company that provides for benefits upon termination of employment or office exceptfor where such benefits are a result of collective bargaining agreements

There are no family relationships between the members of the Management Board and the SupervisoryBoard either among themselves or in relation to the members of the other body

There are no actual conflicts of interest and except as described above no potential conflicts of interestbetween the members of the Management Board and Supervisory Board as regards the Company on the onehand and their private interests membership in governing bodies of companies or other obligations on theother hand

225 General Meeting

Pursuant to section 14 para 1 of the Articles of Association the general meeting will be held at theregistered seat of the Company or of a German stock exchange at a place within a radius of 50 kilometers ofthe Companyrsquos seat or in any German city having a population of more than 100000 Each of the Companyrsquosno-par shares confer one vote in the general meeting unless the voting rights are excluded by law or theArticles of Association Except where other persons are authorized to do so by mandatory law the generalmeeting will be convened by the Management Board Unless a shorter period of time is permitted by lawnotice must be issued in the German Federal Gazette (Bundesanzeiger) at least 30 days prior to the date of thegeneral meeting the date of the convocation not being included when calculating this period This period willbe extended by the number of days of any registration period pursuant to section 15 para 1 of the Articles ofAssociation

A general meeting may be convened by the Management Board or the Supervisory Board or may berequested by shareholders whose shares collectively make up 5 of the share capital Shareholders orshareholder associations may solicit other shareholders to make such a request jointly or by proxy in theshareholdersrsquo forum of the German Federal Gazette (Bundesanzeiger) which is also accessible via the websiteof the German Company Register (Unternehmensregister) If following a request made by shareholders whoseCompanyrsquos shares collectively make up 5 of the share capital a general meeting of the Company is not heldin due time the competent local court (Amtsgericht) may authorize the shareholders who have requested it ortheir representatives to convene a general meeting of the Company The Supervisory Board must convene a

257

general meeting if it is in the interest of the Company The annual general meeting takes place within eightmonths of the end of the financial year

Pursuant to the Articles of Association all shareholders who have duly submitted notification ofattendance and are registered in the share register are entitled to participate in the general meeting and toexercise their voting rights The registration for participation must be received by the Company at least six daysprior to the general meeting unless a shorter period of time is set forth in the convening notice of the generalmeeting When calculating this period the day of the receipt by the Company and the day of the generalmeeting will not be included The convening notice may stipulate a shorter period measured in days Theregistration will be in text form and in the German or English language

Voting rights may be exercised by proxy The granting of a proxy its revocation and the evidence ofauthority to be provided to the Company must be in the form required by law unless the convening noticeprovides for a less strict form The Management Board is authorized to make provision for shareholders to casttheir votes in writing or by electronic communication without attending the general meeting (postal ballot)

The general meeting is chaired by the chairperson of the Supervisory Board or by another member of theSupervisory Board determined by the chairperson of the Supervisory Board If neither the chairperson of theSupervisory Board nor another member of the Supervisory Board designated by the chairperson of theSupervisory Board is present the chairperson of the general meeting shall be elected by the Supervisory Boardmembers present If the Supervisory Board does not exercise this right the chairperson of the general meetingwill be elected by the general meeting itself The chairperson of the general meeting will chair the discussionsand manage the proceedings of the general meeting determine the sequence of speakers and the treatment andsequence of the issues on the agenda and the method and sequence of the voting The chairperson is entitled toappropriately limit the time allowed for shareholdersrsquo questions and statements

Pursuant to section 17 para 2 of the Articles of Association resolutions of the general meeting areadopted by the simple majority of the votes cast (Stimmmehrheit) and if required by law in addition theretoby a simple majority of the share capital (Kapitalmehrheit) represented when the resolution is adopted unless ahigher majority is required pursuant to mandatory law or the Articles of Association According to the currentversion of the AktG many resolutions of fundamental importance (grundlegende Bedeutung) require both amajority of votes cast and a majority of at least 75 of the registered share capital represented when theresolution is adopted Such resolutions of fundamental importance include among others

bull the approval of contracts within the meaning of section 179a of the AktG (transfer of the entire assetsof the company) and management actions of special significance that require the approval of thegeneral meeting in compliance with legal precedents

bull amendments to the object of the company

bull capital increases without subscription rights

bull creation of conditional or authorized capital

bull ordinary or simplified capital reductions

bull liquidation of the Company

bull continuation of the liquidated company after the resolution on liquidation or expiry of the timeperiod

bull approval to conclude or amend affiliation agreements (Unternehmensvertraumlge) and

bull measures within the meaning of the German Transformation Act (Umwandlungsgesetz)

Once the respective shares have been acquired in compliance with the applicable legal provisions andsubject to ongoing compliance with such applicable legal provisions including for example merger controland foreign investment regulations neither German law nor the Articles of Association limits the right offoreign shareholders or shareholders not domiciled in Germany to hold shares or exercise the voting rightsassociated therewith

226 Corporate Governance

The German Corporate Governance Code (the ldquoCoderdquo) makes proposals concerning the management andsupervision of German-listed companies It is based on internationally and nationally recognized standards ofgood responsible governance The Code contains principles (Grundsaumltze) recommendations (ldquoshallprovisionsrdquo) and suggestions (ldquoshould provisionsrdquo) for corporate governance in relation to shareholders and

258

the general meeting the management board and the supervisory board transparency and accounting andauditing of financial statements The Code aims to promote confidence in the management and supervision ofGerman listed companies by investors customers employees and the general public Compliance with theCodersquos recommendations or suggestions is not obligatory German stock corporation law only requires themanagement board and the supervisory board of a German listed company to provide an annual statementregarding whether or not the recommendations in the Code were complied with Alternatively the managementboard and the supervisory board of a German listed company must explain which recommendations have notbeen complied with and are not being applied as well as the reasons underlying this non-compliance Thedeclaration of compliance (Entsprechungserklaumlrung) must be publicly available on the Companyrsquos website atall times

Prior to the listing of the Companyrsquos shares on the Frankfurt Stock Exchange (FrankfurterWertpapierboumlrse) the Company is not subject to the obligation to render a declaration as to compliance(Entsprechungserklaumlrung) with the Code As of the date of this Prospectus the Company complies andfollowing the listing of the Companyrsquos shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)intends to comply with the recommendations of the Code except for recommendation C4 according to whicha supervisory board member who is not a member of the management board of a listed company will notaccept more than five supervisory board mandates at non-group listed companies or comparable functions withan appointment as chair of the supervisory board being counted twice and recommendation G10 sentence 2for which a deviation will be declared as a matter of precaution and according to which the long-term variableremuneration components will be accessible to Management Board members only after a period of four years

259

23 UNDERWRITING

231 General

On March 8 2021 the Company the Existing Shareholder and the Underwriters entered into anunderwriting agreement relating to the offer and sale of the Offer Shares in connection with the OfferingUnder the terms of the Underwriting Agreement and subject to certain conditions contained therein includingthe execution of a pricing agreement each Underwriter is obligated to acquire such number of Offer Shares aswill be specified in the pricing agreement but in any event only up to the maximum number of Offer Sharesset forth below next to the relevant Underwriterrsquos name

Name Address

Maximumnumber of

Base Shares tobe purchased

Maximumnumber ofAdditional


Maximumnumber ofGreenshoe

Shares to bepurchased

Percentage ofpurchased

Base SharesAdditional

Base Sharesand

GreenshoeShares(1)

()

BofA Securities Europe SA 51 rue La Boeacutetie 75008 ParisFrance 18785186 4696295 2817779 2113

Morgan Stanley Europe SE Groszlige Gallusstraszlige 18 60312Frankfurt am Main Germany 18785186 4696295 2817778 2113

UBS AG London Branch 5 BroadgateLondon EC2M 2QSUnited Kingdom 18785185 4696296 2817778 2113

Barclays Bank Ireland Plc One Molesworth StreetDublin 2IrelandD02 RF29 5422222 1355556 813333 610

Joh Berenberg Gossler amp Co KG Neuer Jungfernstieg 20 20354Hamburg Germany 5422222 1355556 813333 610

BNP PARIBAS 16 boulevard des Italiens75009 Paris France 5422222 1355556 813333 610

Deutsche Bank AG Deutsche BankAktiengesellschaft MainzerLandstraszlige 11-17 60329Frankfurt am Main Germany 5422222 1355556 813333 610

Goldman Sachs Bank Europe SE Marienturm Taunusanlage 9-1060329 Frankfurt am MainGermany 5422222 1355556 813333 610

Jefferies GmbH Bockenheimer Landstraszlige 2460323 Frankfurt am MainGermany 5422222 1355556 813333 610

Note

(1) Assuming all Base Shares are placed all Additional Base Shares are placed and full exercise of the Upsize Option and all Over-Allotment Shares are placed and full exercise of the Greenshoe Option

In connection with the Offering each of the Underwriters and any of their respective affiliates may takeup a portion of the shares in the Offering as a principal position and in that capacity may retain purchase orsell for its own account such securities and any shares or related investments and may offer or sell such sharesor other investments otherwise than in connection with the Offering or otherwise Accordingly references inthis Prospectus to shares being offered or placed should be read as including any offering or placement ofshares to any of the Underwriters or any of their respective affiliates acting in such capacity In addition certainof the Underwriters or their affiliates may enter into financing arrangements (including swaps warrants orcontracts for differences) with investors in connection with which such Underwriters (or their affiliates) mayfrom time to time acquire hold or dispose of shares of the Company None of the Underwriters or any of theirrespective affiliates intends to disclose the extent of any such investments or transactions otherwise than inaccordance with any legal or regulatory obligation to do so

232 Underwriting Agreement

In the Underwriting Agreement the Underwriters agreed to underwrite and purchase the Offer Shares witha view to offering them to investors in the Offering

260

The Underwriters further agreed to acquire the Base Shares from the holdings of the Existing Shareholderand to sell such shares as part of the Offering The Underwriters agreed to remit the purchase price from thesale of the Base Shares (less agreed upon commissions and expenses) to the Existing Shareholder at the timethe shares are delivered

The obligations of the Underwriters under the Underwriting Agreement are subject to various conditionsincluding (i) the agreement of the Underwriters and the Existing Shareholder on the Offer Price and the finalvolume of Base Shares to be purchased by the Underwriters (ii) the absence of a material adverse event (eg amaterial adverse change in or affecting the condition business prospects management financial positionshareholdersrsquo equity or results of operations of the Group or a suspension or material limitation in trading insecurities in generally on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) (iii) the receipt ofcustomary certificates legal opinions and auditor letters and (iv) the introduction of the Companyrsquos shares totrading on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)

The Underwriters have provided and may in the future provide services to the Group in the ordinarycourse of business and may extend credit to and have regular business dealings with the Group in theirrespective capacities as financial institutions For a more detailed description of the interests of theUnderwriters in the Offering see ldquo415 Interests of Parties Participating in the Offeringrdquo

233 Commission

The Underwriters will offer the Offer Shares at the Offer Price The Existing Shareholder has agreed topay the Underwriters a base fee of up to 0875 of the gross proceeds from the sale of the Offer Shares wherethe applicable percentage(s) are determined based on the amount of the gross proceeds (the ldquoBase Feerdquo) Inaddition the Existing Shareholder may in the sole discretion of the Existing Shareholder and the Companydecide to award the Underwriters a discretionary fee of up to 0875 of the gross proceeds from the sale of theOffer Shares where the applicable percentage(s) are determined based on the amount of the gross proceeds (theldquoDiscretionary Feerdquo) The maximum amounts of the Discretionary Fee (if any) to be awarded to eachindividual Underwriter will be determined by the Existing Shareholder and the Company in their solediscretion

The Underwriters may withhold only the Base Fee The Discretionary Fee if any will be determined andpaid within 30 calendar days after the closing date of the Offering The Existing Shareholder has also agreed toreimburse in certain scenarios the Underwriters for certain reasonable out-of-pocket expenses reasonably andproperly incurred and documented by the Underwriters in connection with the Offering

234 Securities Loan and Greenshoe Option

To cover potential Over-Allotments the Existing Shareholder has agreed to make available to theStabilization Manager acting for the account of the Underwriters up to 13333333 Over-Allotment Shares freeof charge in the form of a securities loan The total number of Over-Allotment Shares which may be allottedmust not exceed 15 of the Base Shares Moreover the Existing Shareholder granted the Underwriters anoption to acquire a number of the Companyrsquos shares equal to the number of allotted Over-Allotment Shares atthe Offer Price less agreed commissions (ie the Greenshoe Option) The Stabilization Manager acting for theaccount of the Underwriters is entitled to exercise the Greenshoe Option to the extent Over Allotment Shareswere allocated to investors in the Offering The number of shares of the Company that can be acquired underthe Greenshoe Option is reduced by the number of shares held by the Stabilization Manager on the date whenthe Greenshoe Option is exercised and that were acquired by the Stabilization Manager in the context ofstabilization measures if any The Greenshoe Option will terminate no later than 30 calendar days after thecommencement of trading of the Companyrsquos shares

235 Termination and Indemnification

The Joint Global Coordinators (acting on behalf of the Underwriters) may in certain circumstancesterminate the Underwriting Agreement including after the Offer Shares have been allotted and admitted totrading up to the closing of the Offering in particular if any of the following has occurred

bull a material adverse change in or affecting the condition business prospects managementconsolidated financial position shareholdersrsquo equity or results of operations of the Group or

bull a suspension or material limitation in trading in securities in general on the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse) the London Stock Exchange or the New York Stock Exchange

261

If the Underwriting Agreement is terminated the Offering will not take place in which case anyallotments already made to investors will be invalidated and investors will have no claim for delivery of OfferShares Claims with respect to subscription fees already paid and costs incurred by an investor in connectionwith the subscription will be governed solely by the legal relationship between the investor and the financialintermediary to which the investor submitted its purchase order Investors who engage in short-selling bear therisk of being unable to satisfy their delivery obligations

In the Underwriting Agreement the Existing Shareholder and the Company have agreed to indemnify theUnderwriters against certain liabilities that may arise in connection with the Offering including liabilities underapplicable securities laws

236 Selling Restrictions

The distribution of the Prospectus and the sale of the Offer Shares may be restricted by law in certainjurisdictions No action has been or will be taken by the Company the Existing Shareholder or theUnderwriters to permit a public offering of the Offer Shares anywhere other than in Germany or thetransmission or distribution of the Prospectus into any other jurisdiction where action for that purpose may berequired This Prospectus has been approved by the German Federal Financial Supervisory Authority (see ldquo21Responsibility for the Contents of this Prospectusrdquo)

Accordingly neither the Prospectus nor any advertisement or any other offering material may bedistributed or published in any jurisdiction other than in Germany except under circumstances that will resultin compliance with applicable laws and regulations Persons taking possession of the Prospectus are required toinform themselves about and observe any such restrictions including those set out in the followingparagraphs Any failure to comply with these restrictions may constitute a violation of the securities laws ofany such jurisdiction

The Company does not intend to register either the Offering or any portion of the Offering in the UnitedStates or to conduct a public offering of shares in the United States The Offer Shares are not and will not beregistered pursuant to the provisions of the Securities Act or with the securities regulators of individual statesof the United States The Offer Shares may not be offered sold or delivered directly or indirectly in or intothe United States except pursuant to an exemption from the registration and reporting requirements of theUnited States securities laws and in compliance with all other applicable United States legal requirements TheOffer Shares may only be sold in or into the United States to persons who are QIBs within the meaning ofRule 144A in transactions exempt from the registration requirements of the Securities Act and outside theUnited States in accordance with Rule 903 of Regulation S and in compliance with other United States legalrequirements Any offer or sale of Offer Shares in reliance on Rule 144A will be made by broker dealers whoare registered as such under the US Securities Exchange Act of 1934 Terms used above shall have themeanings ascribed to them by Regulation S and Rule 144A under the Securities Act

In addition until 40 days after the commencement of the Offering an offer or sale of Offer Shares withinthe United States by any dealer (whether or not participating in the Offering) may violate the registrationrequirements of the Securities Act if such offer or sale does not comply with Rule 144A or another exemptionfrom registration under the Securities Act

In relation to each member state of the European Economic Area and the United Kingdom (each aldquoRelevant Staterdquo) no Offer Shares have been offered or will be offered to the public in that Relevant Stateprior to the publication of this document in relation to the shares which has been approved by the competentauthority in that Relevant State or where appropriate approved in another Relevant State and notified to thecompetent authority in that Relevant State all in accordance with the Prospectus Regulation (as supplementedby Commission delegated Regulation (EU) 2019980 and Commission delegated Regulation (EU) 2019979)other than the offers contemplated in this document in a Relevant State after the date of such publication ornotification and except that it may make an offer to the public in that Relevant State of any shares at any timeunder the following exemptions

bull to any legal entity which is a qualified investor as defined in Article 2 of the Prospectus Regulationand Article 2 of the Prospectus Regulation as it forms part of the domestic law in the UnitedKingdom by virtue of the European Union (Withdrawal) Act 2018 (the ldquoUK ProspectusRegulationrdquo) respectively

bull to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of theProspectus Regulation and Article 2 of the UK Prospectus Regulation respectively) subject toobtaining the prior consent of the Joint Global Coordinators for any such offer or

262

bull in any other circumstances falling within article 1 para 4 of the Prospectus Regulation and withinSection 86 of the Financial Services and Markets Act 2000 including any supplements andamendments thereto (the ldquoFSMArdquo) respectively

provided that no such offer to the public of any Offer Shares shall require the Company to publish aprospectus pursuant to article 3 of the Prospectus Regulation and Section 85 of the FSMA respectively or asupplement to a prospectus to article 23 of the Prospectus Regulation and Article 23 of the UK ProspectusRegulation respectively and each person who initially acquires any Offer Shares or to whom any offer is madewill be deemed to have represented acknowledged and agreed that it is a qualified investor within the meaningof article 2 lit e) of the Prospectus Regulation and to the extent applicable any funds on behalf of which it issubscribing for and acquiring the Offer Shares and that are located in a Relevant State are each themselves sucha qualified investor The Company the Underwriters and their respective affiliates will rely upon the truth andaccuracy of the foregoing representation acknowledgment and agreement

For the purposes of this Prospectus the expression ldquooffer to the publicrdquo in relation to any Offer Shares inany Relevant State means a communication to persons in any form and by any means presenting sufficientinformation on the terms of the Offering and the Offer Shares so as to enable an investor to decide to purchaseor subscribe to Offer Shares including any placing of Offer Shares through financial intermediaries

In the United Kingdom this Prospectus is only addressed to and directed to qualified investors within themeaning of article 2 lit e) of the Prospectus Regulation (i) who have professional experience in matters relatingto investments falling within article 19 para 5 of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 as amended or (ii) who are high net worth entities falling within article 49 para2(a) through (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or(iii) other persons to whom it may otherwise lawfully be communicated (all such persons together beingreferred to as ldquoRelevant Personsrdquo) The securities described herein are only available in the United Kingdomto and any invitation offer or agreement to subscribe purchase or otherwise acquire such securities in theUnited Kingdom will be engaged in only with Relevant Persons Any person in the United Kingdom who isnot a Relevant Person should not act or rely on this Prospectus or any of its contents

263

24 TAXATION IN THE FEDERAL REPUBLIC OF GERMANY

Income received from the shares of the Company is subject to taxation In particular the tax laws of anyjurisdiction with authority to impose taxes on the investor and the tax laws of the Companyrsquos state ofincorporation statutory seat and place of effective management ie Germany might have an impact on theincome received from the shares of the Company

The following section presents a number of key German taxation principles which generally are or can berelevant to the acquisition holding or transfer of shares by a shareholder (an individual a partnership orcorporation) that has a tax domicile in Germany (that is whose place of residence habitual abode registeredoffice or place of management is in Germany) The information is not exhaustive and does not constitute adefinitive explanation of all possible aspects of taxation that could be relevant for investors In particular thissummary does not provide a comprehensive overview on tax considerations that may be relevant to ashareholder that is a tax resident of a jurisdiction other than Germany The information is based on the taxlaws in force in Germany as of the date of this Prospectus (and their interpretation by administrative directivesand courts) as well as typical provisions of double taxation treaties that Germany has concluded with othercountries Tax law can change sometimes retrospectively Moreover it cannot be ruled out that the German taxauthorities or courts may consider an alternative interpretation or application to be correct that differs fromthe one described in this section

This section cannot serve as a substitute for tailored tax advice to individual potential investors Potentialinvestors are therefore advised to consult their tax advisers regarding the individual tax implications of theacquisition holding or transfer of shares and regarding the procedures to be followed to achieve a possiblereimbursement of German withholding tax (Kapitalertragsteuer) Only such advisors are in a position to takethe specific tax-relevant circumstances of individual investors into due account

241 Taxation of the Company

As a rule the taxable profits generated by corporations with their seat or place of management inGermany are subject to corporate income tax (Koumlrperschaftsteuer) The rate of the corporate income tax is astandard 15 for both distributed and retained earnings plus a solidarity surcharge (Solidaritaumltszuschlag)amounting to 55 on the corporate income tax liability (ie 15825 in total)

In general dividends (Dividenden) or other profit shares that the Company derives from domestic orforeign corporations are 100 exempt from corporate income tax (including solidarity surcharge(Solidaritaumltszuschlag)) but 5 of such receipts are treated as nondeductible business expenses and aretherefore subject to corporate income tax (and solidarity surcharge (Solidaritaumltszuschlag) thereon) having theeffect that dividends and other profit shares are effectively 95 exempt from corporate income tax (andsolidarity surcharge (Solidaritaumltszuschlag) thereon) However as an exception to the above dividends that theCompany receives from domestic or foreign corporations are subject to corporate income tax (includingsolidarity surcharge (Solidaritaumltszuschlag) thereon) if the Company holds a direct participation of less than10 in the share capital of such corporation at the beginning of the calendar year (hereinafter in all cases aldquoPortfolio ParticipationrdquomdashStreubesitzbeteiligung) Participations of at least 10 acquired during a calendaryear are deemed to have been acquired at the beginning of the calendar year Participations in the share capitalof other corporations which the Company holds through a partnership (including those that are co-entrepreneurships (Mitunternehmerschaften)) are attributable to the Company only on a pro rata basis at theratio of the interest share of the Company in the equity of the relevant partnership

The Companyrsquos gains from the disposal of shares in a domestic or foreign corporation are in general 100exempt from corporate income tax (including the solidarity surcharge (Solidaritaumltszuschlag) thereon) regardlessof the size of the participation and the holding period However 5 of the gains are treated as nondeductiblebusiness expenses and are therefore subject to corporate income tax (plus the solidarity surcharge(Solidaritaumltszuschlag) thereon) at a combined rate of 15825 having the effect that gains from disposal ofshares are effectively 95 exempt from corporate income tax (and solidarity surcharge (Solidaritaumltszuschlag)thereon) irrespective of whether or not the Company holds a Portfolio Participation or not Conversely lossesincurred from the disposal of such shares are generally not deductible for corporate income tax purposes

Additionally the Company is subject to trade tax (Gewerbesteuer) with respect to its taxable trade profit(Gewerbeertrag) generated at its permanent establishments maintained in Germany (inlaumlndische Betriebsstaumltte)The average trade tax rate in Germany amounts to approximately 15 (with a statutory minimum rate of 7)of the taxable trade profit When determining the income of the Company trade tax may not be deducted as abusiness expense

264

In principle profits or losses derived from the sale of shares in another domestic and foreign corporationare treated in the same way for trade tax purposes as for corporate income tax purposes (as described above)Contrary to this profit shares derived from domestic or foreign corporations are only effectively 95 exemptfrom trade tax if at the beginning of the relevant assessment period for German trade tax purposes theCompany held an interest of at least 15 in the share capital of the company making the distribution In orderto implement a recent decision by the European Court of Justice (ECJ) dated September 20 2018 (C-68516)as of the financial year 2020 (ie for profits distributed as from January 1 2020) German law in that respectno longer distinguishes between shares held in German or non-German corporations (including non-EUcorporations) If and to the extent the Company and its German subsidiaries form a tax group for corporateincome and trade tax purposes (ertragsteuerliche Organschaft) the profits and losses are generally effectivelyconsolidated and subject to German corporate income and trade tax at the level of the Company

The provisions of the so-called interest barrier (Zinsschranke) limit the degree to which expenses for debtfinancing are deductible from the tax base Accordingly as a general rule interest (and other debt financing)expenses exceeding interest income are not deductible to the extent such net expenses exceed 30 of theEBITDA as determined for tax purposes in a given financial year if the Companyrsquos net interest expense is orexceeds EUR 3 million (Freigrenze) and no other exceptions apply Nondeductible interest expenses must becarried forward to subsequent financial years EBITDA that has not been fully utilized can under certaincircumstances be carried forward to subsequent years (for up to five years) and may be deducted subject to thelimitations set out above If such EBITDA carry forward is not used within the five subsequent financial yearsit will be forfeited For trade tax purposes 25 of the interest expenses deductible after applying the interestbarrier are generally added when calculating the taxable trade profit Therefore for trade tax purposes theamount of deductible interest expenses is generally only 75 of the interest expenses deductible for purposesof corporate income tax The constitutionality of the interest barrier is currently under review by the FederalConstitutional Court (Bundesverfassungsgericht)

Under certain conditions negative income of the Company that has not been offset by current yearpositive income can be carried forward or back into other assessment periods Loss carry backs to theimmediately preceding assessment period are only permissible up to EUR 1 million for corporate income taxbut not at all for trade tax purposes Negative income that has not been offset against current income and notcarried back can be used to fully offset taxable income for corporate income tax and trade tax purposes of up toan amount of EUR 1 million If the taxable income or the taxable trade profit exceeds this amount only up to60 of the excess amount may be offset against tax loss carry forwards The remaining 40 of the taxableincome is subject to tax in any case (minimum taxationmdashMindestbesteuerung) Unused tax loss carry forwardscan as a general rule be carried forward indefinitely and deducted from future taxable income in accordancewith this rule However if more than 50 of the Companyrsquos share capital or voting rights respectively isaretransferred to a purchaser or group of purchasers within five years directly or indirectly or if a similar situationarises (harmful share acquisitionmdashschaumldlicher Beteiligungserwerb) the Companyrsquos unutilized losses andinterest carry forwards (possibly also EBITDA carry forwards) will generally be forfeited in full and subject tocertain exceptions may not be offset against future profits The Companyrsquos unutilized losses and interest carryforwards are not forfeited if and to the extent the Companyrsquos unutilized losses and interest carry forwards arecovered by certain built-in gains (stille Reserven) that are subject to domestic taxation In addition theCompanyrsquos unutilized losses may upon application and under certain conditions not be forfeited based on thecontinuity of business exemption (fortfuumlhrungsgebundener Verlustvortrag) This exemption generally applies toharmful share acquisitions (schaumldlicher Beteiligungserwerb) conducted after December 31 2015 Theconstitutionality of the change of ownership rule stipulating a full forfeiture of unused losses loss carryforwards and interest carry forwards is currently pending with the Federal Constitutional Court(Bundesverfassungsgericht)

242 Taxation of Shareholders

2421 Income Tax Implications of the Holding Sale and Transfer of Shares

In terms of the taxation of shareholders of the Company a distinction must be made between taxation inconnection with the holding of shares (see ldquo2422 Taxation of Dividendsrdquo) taxation in connection with the saleof shares (see ldquo2423 Taxation of Capital Gainsrdquo) and taxation in connection with the gratuitous transfer ofshares (see ldquo2425 Inheritance and Gift Taxrdquo)

265

2422 Taxation of Dividends

24221 Withholding Tax

As a general rule the dividends distributed to the shareholder are subject to a withholding tax(Kapitalertragsteuer) of 25 plus a solidarity surcharge (Solidaritaumltszuschlagmdashregarding any amendments tothe levy of solidarity surcharge as of 2021 see ldquo2428 Partial Abolition of the Solidarity Surcharge(Solidaritaumltszuschlag) as of 2021rdquo) of 55 thereon (ie 26375 in total plus church tax (Kirchensteuer) ifapplicable) This however will not apply if and to the extent that dividend payments are funded from theCompanyrsquos contribution account for tax purposes (steuerliches Einlagekonto section 27 of the GermanCorporate Income Tax Act (Koumlrperschaftsteuergesetz ldquoKStGrdquo)) in this case no withholding tax would bewithheld However these payments would reduce the acquisition costs of the shares and may consequentlyincrease a taxable gain upon the disposal of the shares The assessment basis for the withholding tax is thedividend approved by the general meeting

As the shares of the Company are admitted for collective custody by a securities custodian bank(Wertpapiersammelbank) pursuant to section 5 of the German Act on Securities Accounts (Depotgesetz) and areentrusted to such bank for collective custody (Sammelverwahrung) in Germany the withholding tax is leviedfor the account of the shareholders (i) by the domestic credit or financial services institution (inlaumlndischesKredit oder Finanzdienstleistungsinstitut) (including domestic branches of such foreign enterprises) by thedomestic securities trading company (inlaumlndisches Wertpapierhandelsunternehmen) or the domestic securitiestrading bank (inlaumlndische Wertpapierhandelsbank) which keeps or administers the shares and disburses orcredits the dividends or disburses the dividends to a foreign agent (ii) by the central securities depository(Wertpapiersammelbank) to which the shares were entrusted for collective custody if the dividends aredisbursed to a foreign agent by such central securities depository (Wertpapiersammelbank) or (iii) by theCompany itself if and to the extent shares held in collective custody (girosammelverwahrt) by the centralsecurities depository (Wertpapiersammelbank) are however treated as so-called ldquoabgesetzte Bestaumlnderdquo (stockbeing held separately) (hereinafter in all cases the ldquoDividend Paying Agentrdquo)

The Company does not assume any responsibility for the withholding of taxes on distributions at sourcein accordance with the statutory provisions This means that the Company is released from liability for theviolation of its legal obligation to withhold and transfer the taxes at source if it provides evidence that it hasnot breached its duties intentionally or gross negligently

In general the withholding tax must be withheld without regard to whether and to which extent thedividend is exempt from tax at the level of the shareholder and whether the shareholder is domiciled inGermany or abroad

However withholding tax on dividends distributed to a parent company domiciled in another EU memberstate within the meaning of Article 2 of the Council Directive 201196EU of November 30 2011 as amended(the ldquoParent Subsidiary Directiverdquo) may be refunded upon application and subject to further conditions Thisalso applies to dividends distributed to a permanent establishment of such a parent company in another EUmember state or to a permanent establishment in another EU member state of a parent company that is subjectto unlimited tax liability in Germany provided that the participation in the Company is actually part of suchpermanent establishmentrsquos business assets The refund of withholding tax under the Parent Subsidiary Directivefurther requires that the shareholder has directly held at least 10 of the companyrsquos registered share capital fortwelve months and that a respective application is filed with the German Federal Central Tax Office(Bundeszentralamt fuumlr Steuern Hauptdienstsitz Bonn-Beuel An der Kuumlppe 1 53225 Bonn Germany)

If in the case of a holding of at least 10 of the Companyrsquos registered share capital shares held incollective custody (girosammelverwahrt) by the central securities depository (Wertpapiersammelbank) aretreated as so-called ldquoabgesetzte Bestaumlnderdquo (stock being held separately) the main paying agent(Hauptzahlstelle) of the Companymdashupon presentation of an exemption certificate(Freistellungsbescheinigung) and of a proof that this stock has been held separatelymdashmay be entitled inaccordance with the view of the German tax authorities to disburse the dividend without deducting withholdingtax An exemption certificate may be granted upon application (using official application forms) with theGerman Federal Central Tax Office (Bundeszentralamt fuumlr Steuern) at the address specified above subject tothe German anti-treaty shopping rules

With respect to distributions made to other shareholders without a tax domicile in Germany thewithholding tax rate can be reduced in accordance with the double taxation treaty if Germany has entered into adouble taxation treaty with the respective shareholderrsquos country of residence and if the shares neither form partof the assets of a permanent establishment or a fixed place of business in Germany nor form part of business

266

assets for which a permanent representative in Germany has been appointed The withholding tax reduction isgenerally granted by the German Federal Central Tax Office (Bundeszentralamt fuumlr Steuern (at the addressspecified above)) upon application in such a manner that the difference between the total amount withheldincluding the solidarity surcharge (Solidaumlritaumltszuschlag) and the reduced withholding tax actually owed underthe relevant double taxation treaty (generally 15) is refunded by the German Federal Central Tax Officesubject to the German anti-treaty shopping rules

Forms for the reimbursement and exemption from the withholding at source procedure are available at theGerman Federal Central Tax Office (Bundeszentralamt fuumlr Steuern) at the address specified above or online athttpwwwbzstde

If dividends are distributed to corporations subject to non-resident taxation in Germany ie corporationswith no registered office (Sitz) or place of management in Germany and if the shares neither belong to theassets of a permanent establishment or fixed place of business in Germany nor are part of business assets forwhich a permanent representative in Germany has been appointed two-fifths of the tax withheld at the sourcecan generally be refunded even if not all of the prerequisites for a refund under the Parent Subsidiary Directiveor the relevant double taxation treaty are fulfilled subject to the German anti-treaty shopping rules Therelevant application forms are available at the German Federal Central Tax Office (Bundeszentralamt fuumlrSteuern at the address specified above)

The aforementioned possibilities for an exemption from or a refund of withholding tax depend on certainother conditions being met (particularly the fulfillment of so-called substancerequirementsmdashSubstanzerfordernisse) In addition with respect to shares held as private or as businessassets by shareholders that are subject to income taxation the aforementioned relief in accordance with anapplicable double taxation treaty may further depend on whether the prerequisites of the special rules on therestriction of withholding tax credit are fulfilled

The aforementioned credit of withholding tax described for shares held as private and as business assets(see ldquo24222 Taxation of Dividends of Shareholders with a Tax Domicile in Germanyrdquo and ldquo24223 Taxationof Dividends of Shareholders without a Tax Domicile in Germanyrdquo) is subject to the following three cumulativeprerequisites (i) the shareholder has been the beneficial owner of the shares for a continuous period of at least45 days during the period starting 45 days prior to the date when the dividend becomes due and ending 45 daysafter such date (the ldquoMinimum Holding PeriodrdquomdashMindesthaltedauer) (ii) the shareholder has been exposed (iftaking into account counterclaims and claims against related parties) to at least 70 of the risk resulting from adecrease in value of the shares during the Minimum Holding Period (the minimum change in value riskMindestwertaumlnderungsrisiko) and (iii) the shareholder is not obligated to forward (verguumlten) these dividendsdirectly or indirectly in total or predominant to another person (the tests under (i) to (iii) above are togetherdescribed as the ldquoMinimum Risk Testrdquo) In case the shareholder does not meet the Minimum Risk Test three-fifths of the withholding tax levied on the dividends is not creditable but may upon application be deductedwhen determining the shareholderrsquos taxable income Shareholders who do not meet the Minimum Risk Test butwho have nevertheless not suffered a withholding tax deduction on the dividends (eg due to the presentationof a non-assessment certificate) or have already obtained a refund of the taxes withheld are obligated to notifytheir competent tax office thereof declare withholding tax in the amount of 15 of the relevant dividends inaccordance with the statutory formal requirements and to make the payment of an amount corresponding to theamount which would otherwise be withheld As an exception to this rule the Minimum Risk Test (and ifapplicable a corresponding notification and (re)payment obligation) does not apply to an investor if either(i) his or her amount of dividend income on shares (including shares from the Company) and certain profitparticipation rights (Genussrechte) does not exceed an amount of EUR 20000 in a given tax assessment periodor if (ii) he or she has been upon actual receipt of the dividend the economic owner of the shares for acontinuous period of at least one year Further to the statutory amendments the German Federal Ministry ofFinance published a decree dated July 17 2017 (BMF Schreiben vom 1772017mdashIVC 1mdashS 2252151003005 DOK 20170616356) outlining the treatment of transactions where the statutoryMinimum Risk Test might not be applicable but in which a credit of withholding tax will nevertheless bedenied as an anti-abuse measure

In the event that a shareholder not tax resident in Germany does not meet the requirements of theMinimum Risk Test a refund of the withholding tax pursuant to a double taxation treaty is not available Thisrestriction only applies if (i) the applicable double taxation treaty provides for a tax reduction leading to anapplicable tax rate of less than 15 (ii) the shareholder is not a corporation that directly holds at least aparticipation of 10 of the equity capital of the Company and is subject to tax on its income and profits in itsstate of residence without being exempt and (iii) the shareholder has not been upon actual receipt of thedividend the beneficial owner of the shares for a continuous period of at least one year

267

Prospective holders of the shares are advised to seek their own professional advice in relation to thepossibility to obtain a tax credit or refund of withholding tax on dividends

The Dividend Paying Agent which keeps or administrates the shares and pays or credits the capital incomeis required to create so-called pots for the loss set-off (Verlustverrechnungstoumlpfe) to allow for setting off ofnegative capital income with current and future positive capital income A set-off of negative capital income ata Dividend Paying Agent with positive capital income at a different Dividend Paying Agent is not possible andcan only be achieved in the course of the income tax assessment at the level of the respective investor In thiscase the taxpayer has to apply for a certificate confirming the amount of losses not offset with the DividendPaying Agent where the pots for the loss set-off exists The application is irrevocable and has to reach theDividend Paying Agent by December 15 of the respective year Otherwise the losses will be carried forward tothe following year by the Dividend Paying Agent

Withholding tax will not be withheld by a Dividend Paying Agent if the taxpayer provides the DividendPaying Agent with an application for exemption (Freistellungsauftrag) to the extent the capital income does notexceed the annual lump sum allowance (Sparer-Pauschbetrag) of EUR 801 (EUR 1602 for married couples orregistered civil unions (eingetragene Lebenspartnerschaften) filing jointly) as outlined on the application forexemption Furthermore no withholding tax will be levied if the taxpayer provides the Dividend Paying Agentwith a non-assessment certificate (Nichtveranlagungsbescheinigung) to be applied for with the competent taxoffice of the investor

24222 Taxation of Dividends of Shareholders with a Tax Domicile in Germany

242221 Shares Held as Non-Business Assets

Dividends distributed to shareholders with a tax domicile in Germany whose shares are held as non-business assets form part of their taxable capital investment income which is subject to a special uniformincome tax rate of 25 plus solidarity surcharge (Solidaritaumltszuschlag) of 55 thereon (ie 26375 in totalplus church tax (Kirchensteuer) if applicable) The income tax owed for this dividend income is in generalsatisfied by the withholding tax withheld by the Dividend Paying Agent (flat rate withholdingtaxmdashAbgeltungsteuer see ldquo24221 Withholding Taxrdquo) Income-related expenses cannot be deducted fromthe shareholderrsquos capital investment income (including dividends) except for an annual lump sum deduction(Sparer Pauschbetrag) of EUR 801 (EUR 1602 for married couples assessed jointly) However theshareholder may request that his or her capital investment income (including dividends) along with his or herother taxable income be subject to the progressive income tax rate (instead of the uniform tax rate for capitalinvestment income) if this results in a lower tax burden (Guumlnstigerpruumlfung) This request may only be exercisedconsistently for all capital investment income and be exercised jointly in the case of married couples orregistered civil unions (eingetragene Lebenspartnerschaften) assessed jointly In this case the withholding taxwould be credited against the progressive income tax and any excess amount would be refunded in principlesuch withholding tax credit or refund might be limited under the rules in connection with the Minimum RiskTest) however the German Federal Ministry of Finance published a decree dated April 3 2017 (BMFSchreiben vom 342017mdashIV C 1mdashS 22991610002 DOK 20170298180) according to which this provisionshould only exceptionally apply to shares held as private assets Pursuant to the current view of the German taxauthorities (which has been confirmed by a decision of the German Federal Tax Court (Bundesfinanzhof))income-related expenses cannot be deducted from the capital investment income except for the aforementionedannual lump sum deduction

Exceptions from the special uniform income tax rate apply upon application for shareholders who have ashareholding of at least 25 in the Company and for shareholders who have a shareholding of at least 1 inthe Company and work for the Company in a professional capacity which enables them to exert significantentrepreneurial influence on the Companyrsquos business activities In this situation the tax treatment describedbelow under ldquo242222 Shares Held as Business Assetsrdquo applies

An automatic procedure for deducting church tax (Kirchensteuer) applies unless the shareholder has filed ablocking notice (Sperrvermerk) with the German Federal Central Tax Office (Bundeszentralamt fuumlr Steuern (atthe above address)) The church tax (Kirchensteuer) payable on the dividend is withheld and passed on by theDividend Paying Agent In this case the church tax (Kirchensteuer) for dividends is satisfied by the DividendPaying Agent withholding such tax Church tax (Kirchensteuer) withheld at source may not be deducted as aspecial expense (Sonderausgabe) in the course of the tax assessment but the Dividend Paying Agent mayreduce the withholding tax (including the solidarity surcharge (Solidaritaumltszuschlag)) by 26375 of the churchtax (Kirchensteuer) to be withheld on the dividends If the shareholder has filed a blocking notice and nochurch tax (Kirchensteuer) is withheld by a Dividend Paying Agent a shareholder subject to church tax

268

(Kirchensteuer) is obligated to declare the dividends in his or her income tax return The church tax(Kirchensteuer) on the dividends is then levied by way of a tax assessment

As an exemption dividend payments that are funded from the Companyrsquos contribution account for taxpurposes (steuerliches Einlagekonto) and are paid to shareholders with a tax domicile in Germany whose sharesare held as non-business assets domdashcontrary to the abovemdashnot form part of the shareholderrsquos taxable incomeDividend payments funded from the Companyrsquos contribution account for tax purposes (steuerlichesEinlagekonto section 27 of the KStG) would reduce the shareholderrsquos acquisition costs or if the dividendpayment funded from the Companyrsquos contribution account for tax purposes (steuerliches Einlagekonto) exceedsthe shareholderrsquos acquisition costs negative acquisition costs will arise Both can result in a higher capital gainin case of the sharesrsquo disposal (see ldquo2423 Taxation of Capital Gainsrdquo below) This would not apply if (i) theshareholder or in the event of a gratuitous transfer its legal predecessor or if the shares have been gratuitouslytransferred several times in succession one of his or her legal predecessors at any point during the five yearspreceding the (deemed as the case may be) disposal directly or indirectly held at least 1 of the share capitalof the Company (a ldquoQualified Holdingrdquo) and (ii) the dividend payment funded from the Companyrsquoscontribution account for tax purposes (steuerliches Einlagekonto section 27 of the KStG) exceeds theacquisition costs of the shares In such aforementioned case a dividend payment funded from the Companyrsquoscontribution account for tax purposes (steuerliches Einlagekonto section 27 of the KStG) is deemed a sale ofthe shares and is taxable as a capital gain In this case the taxation corresponds with the description in ldquo2423Taxation of Capital Gainsrdquo made with regard to shareholders maintaining a Qualified Holding

242222 Shares Held as Business Assets

Dividends from shares held as business assets of a shareholder with a tax domicile in Germany are notsubject to the special uniform income tax rate The taxation depends on whether the shareholder is acorporation a sole proprietor or a partnership (co-entrepreneurship) The withholding tax (including thesolidarity surcharge (Solidaritaumltszuschlag) and church tax (Kirchensteuer) if applicable) withheld and paid bythe Dividend Paying Agent will generally be credited against the shareholderrsquos income or corporate income taxliability (including the solidarity surcharge (Solidaritaumltszuschlag) and church tax (Kirchensteuer) if applicable)or refunded in the amount of any excess However such withholding tax credit or refund might be limited ifand to the extent the prerequisites in connection with the Minimum Risk Test are not met (see ldquo24221Withholding Taxrdquo)

Dividend payments that are funded from the Companyrsquos contribution account for tax purposes(steuerliches Einlagekonto section 27 of the KStG) and are paid to shareholders with a tax domicile inGermany whose shares are held as business assets are generally fully tax exempt in the hands of suchshareholder To the extent the dividend payments funded from the Companyrsquos contribution account for taxpurposes (steuerliches Einlagekonto section 27 of the KStG) exceed the acquisition costs of the shares ataxable capital gain should occur The taxation of such gain corresponds with the description in ldquo2423Taxation of Capital Gainsrdquo made with regard to shareholders whose shares are held as business assets(however as regards the application of the 95 exemption in the case of a corporation this is not undisputed)

Corporations

If the shareholder is a corporation with a tax domicile in Germany the dividends are in general 100exempt from corporate income tax and the solidarity surcharge (Solidaritaumltszuschlag) However 5 of thedividends are treated as a nondeductible business expense and are therefore subject to corporate income tax(plus the solidarity surcharge (Solidaritaumltszuschlag)) at a total tax rate of 15825 having the effect thatdividends and other profit shares are effectively 95 exempt from corporate income tax (and solidaritysurcharge (Solidaritaumltszuschlag) thereon) In other respects business expenses actually incurred in directrelation to the dividends may be deducted However dividends that the shareholder receives are no longerexempt from corporate income tax (including solidarity surcharge (Solidaritaumltszuschlag) thereon) if theshareholder only held (or holds) a Portfolio Participation at the beginning of the calendar year Participations ofat least 10 acquired during a calendar year are deemed to have been acquired at the beginning of the calendaryear Participations which a shareholder holds through a partnership (including those that are co-entrepreneurships (Mitunternehmerschaften)) are attributable to the shareholder only on a pro rata basis atthe ratio of the interest share of the shareholder in the equity of the relevant partnership

Dividends (after deducting business expenses economically related to the dividends) are subject to tradetax in the full amount unless the shareholder held an interest of at least 15 in the share capital of theCompany at the beginning of the relevant assessment period In this latter case the dividends are not subject totrade tax however trade tax is levied on the amount considered to be nondeductible business expenses

269

(amounting to 5 of the dividend) The average trade tax rate in Germany amounts to approximately 15(with a statutory minimum rate of 7) of the taxable trade profit but the (blended) trade tax rate applying tothe respective shareholder might be lower or higher depending on the municipal trade tax multiplier applied bythe relevant municipal authority in which the shareholder maintains its operations or permanent establishments

Sole Proprietors

If the shares are held as business assets by a sole proprietor with a tax domicile in Germany only 60 ofthe dividends are subject to progressive income tax (plus the solidarity surcharge (Solidaumlritaumltszuschlag)) at atotal tax rate of up to approximately 475 (plus church tax (Kirchensteuer) if applicable) the so-called partialincome method (Teileinkuumlnfteverfahren) Correspondingly only 60 of the business expenses economicallyrelated to the dividends are tax deductible If the shares belong to a domestic permanent establishment inGermany of a business operation of the shareholder the dividend income (after deducting business expenseseconomically related thereto) is not only subject to income tax but is also fully subject to trade tax unless theprerequisites of the trade tax participation exemption privilege are fulfilled In this latter case the net amount ofdividends ie after deducting directly related expenses is exempt from trade tax As a general rule trade taxcan be credited against the shareholderrsquos personal income tax either in full or in part by means of a lump sumtax credit method depending on the level of the municipal trade tax multiplier and certain individual tax-relevant circumstances of the taxpayer

Partnerships

If the shareholder is a partnership the income or corporate income tax is not levied at the level of thepartnership but at the level of the respective partner The taxation for every partner depends on whether thepartner is a corporation or an individual If the partner is a corporation the dividends contained in the profitshare of the shareholder will be taxed in accordance with the principles applicable for corporations (seeldquoCorporationsrdquo above) If the partner is an individual the taxation of the partner is generally in line with theprinciples described for sole proprietors (see ldquoSole Proprietorsrdquo above) Upon application and subject to furtherconditions an individual as a partner can have his or her personal income tax rate lowered for earnings notwithdrawn from the partnership

In addition if the partnership is a commercially active or commercially tainted partnership (co-entrepreneurship) with a tax domicile in Germany the dividends are generally subject to trade tax in the fullamount at the partnership level if the shares are attributed to a German permanent establishment of thepartnership If a partner of the partnership is an individual the portion of the trade tax paid by the partnershippertaining to his or her profit share will generally be credited either in full or in part against his or herpersonal income tax by means of a lump sum methodmdashdepending on the level of the municipal trade taxmultiplier and certain individual tax relevant circumstances of the taxpayer If the partnership fulfills theprerequisites for the trade tax exemption privilege at the beginning of the relevant assessment period thedividends (after the deduction of business expenses economically related thereto) should generally not besubject to trade tax However in this case trade tax should be levied on 5 of the dividends to the extent theyare attributable to the profit share of a corporation which is a partner of such partnership and to whom at least10 of the shares in the Company are attributable on a look-through basis since such portion of the dividendsshould be deemed to be nondeductible business expenses The remaining portion of the dividend incomeattributable to other than such specific corporation as partner of such partnership (which includes individualpartners and should under a literal reading of the law also include any corporation as partner of suchpartnership to whom on a look-through basis only Portfolio Participations are attributable) should not besubject to trade tax

Special rules apply to companies operating in the financial and insurance sectors as well as to pensionfunds (see ldquo2424 Special Treatment of Companies in the Financial and Insurance Sectors and PensionFundsrdquo)

24223 Taxation of Dividends of Shareholders without a Tax Domicile in Germany

Shareholders without a tax domicile in Germany whose shares are attributable to a German permanentestablishment or fixed place of business or are part of business assets for which a permanent representative inGermany has been appointed are liable for tax in Germany on their dividend income In this respect theprovisions outlined above for shareholders with a tax domicile in Germany whose shares are held as businessassets apply accordingly (see ldquo242222 Shares Held as Business Assetsrdquo in ldquo24222 Taxation of Dividends ofShareholders with a Tax Domicile in Germanyrdquo) The withholding tax (including the solidarity surcharge

270

(Solidaritaumltszuschlag)) withheld and passed on will generally be credited against the income or corporateincome tax liability or refunded in the amount of any excess

In all other cases any German tax liability for dividends is satisfied by the withholding of the withholdingtax by the Dividend Paying Agent Withholding tax is only reimbursed in the cases and to the extent describedabove under ldquo24221 Withholding Taxrdquo

Dividend payments that are funded from the Companyrsquos contribution account for tax purposes(steuerliches Einlagekonto section 27 of the KStG) are generally not taxable in Germany

2423 Taxation of Capital Gains

24231 Taxation of Capital Gains of Shareholders with a Tax Domicile in Germany


Gains on the disposal of shares acquired after December 31 2008 by a shareholder with a tax domicile inGermany and held as non-business assets are generallymdashregardless of the holding periodmdashsubject to a uniformtax rate on capital investment income in Germany (25 plus the solidarity surcharge (Solidaritaumltszuschlag) of55 thereon ie 26375 in total plus any church tax (Kirchensteuer) if applicable) If the entitlement todividend payments is disposed of without the shares the income from the sale of the entitlement to dividendpayments is taxable The same applies if shares are sold without the entitlement to dividend payments

The taxable capital gain is computed from the difference between (i) the proceeds of the disposal and(ii) the acquisition costs of the shares and the expenses related directly and materially to the disposal Dividendpayments that are funded from the Companyrsquos contribution account for tax purposes (steuerlichesEinlagekonto section 27 of the KStG) reduce the original acquisition costs if dividend payments that arefunded from the Companyrsquos contribution account for tax purposes (steuerliches Einlagekonto section 27 of theKStG) exceed the acquisition costs negative acquisition costsmdashwhich can increase a capital gainmdashcan arise inthe case of shareholders whose shares are held as non-business assets and do not qualify as Qualified Holding

Only an annual lump sum deduction of EUR 801 (EUR 1602 for married couples or registered civilunions (eingetragene Lebenspartnerschaften) assessed jointly) may be deducted from the entire capitalinvestments income It is generally not possible to deduct income-related expenses in connection with capitalgains except for the expenses directly related in substance to the disposal which can be deducted whencalculating the capital gains Losses on disposals of shares may only be offset against gains on the disposal ofshares

If the shares are held in custody or administered by a domestic credit institution domestic financialservices institution domestic securities trading company or domestic securities trading bank includingdomestic branches of foreign credit institutions or financial service institutions or if such an office executes thedisposal of the shares and pays out or credits the capital gains (a ldquoDomestic Paying Agentrdquo) the tax on thecapital gains will in general be satisfied by the Domestic Paying Agent withholding the withholding tax oninvestment income at an aggregate withholding tax rate of 26375 (including solidarity surcharge(Solidaritaumltszuschlag)) plus church tax if any on the capital gain and transferring it to the tax authority forthe account of the seller If the shares were held in custody or administered by the same Domestic PayingAgent after the acquisition of the relevant shares the amount of tax withheld is generally based on thedifference between the proceeds from the sale after deducting expenses directly relating to the sale and theacquisition costs If the shares are sold after being transferred to a Domestic Paying Agent the aggregatewithholding tax rate of 26375 (including solidarity surcharge (Solidaritaumltszuschlag) thereon) plus church tax(Kirchensteuer) if any will be applied to 30 of the gross sales proceeds unless the previous account bank isentitled and able to verify the actual acquisition cost In any case the shareholder is entitled to demonstrate theactual acquisition costs of the shares in the annual tax return

The shareholder can apply for his or her total capital investment income together with his or her othertaxable income to be subject to the progressive income tax rate as opposed to the uniform tax rate oninvestment income if this results in a lower tax liability (Guumlnstigerpruumlfung) This request may only beexercised consistently for all capital investment income and be exercised jointly in the case of married couplesor registered civil unions (eingetragene Lebenspartnerschaften) assessed jointly In this case the withholdingtax would be credited against the progressive income tax and any resulting excess amount would be refundedlimitations on offsetting losses are applicable Further pursuant to the current view of the German taxauthorities (which has been confirmed by a decision of the German Federal Tax Court (Bundesfinanzhof))income-related expenses are nondeductible except for the annual lump sum deduction

271

If the withholding tax or if applicable the church tax (Kirchensteuer) on capital gains is not withheld by aDomestic Paying Agent the shareholder is required to declare the capital gains in his or her income tax returnThe income tax and any applicable church tax (Kirchensteuer) on the capital gains will then be collected byway of assessment Generally however an automatic procedure for deducting church tax (Kirchensteuer)applies unless the shareholder has filed a blocking notice (Sperrvermerk) with the German Federal Central TaxOffice (Bundeszentralamt fuumlr Steuern (at the above address)) and church tax (Kirchensteuer) on capital gains iswithheld by the Domestic Paying Agent and is deemed to have been paid when the tax is deducted Adeduction of the withheld church tax (Kirchensteuer) as a special expense is not permissible but thewithholding tax to be withheld (including the solidarity surcharge (Solidaritaumltszuschlag)) is reduced by26375 of the church tax (Kirchensteuer) to be withheld on the capital gains

Regardless of the holding period and the time of acquisition gains from the disposal of shares are notsubject to a uniform withholding tax but to progressive income tax in the case of a Qualified Holding In thiscase the partial income method applies to gains on the disposal of shares which means that only 60 of thecapital gains are subject to German income tax and only 60 of the losses on the disposal and expenseseconomically related thereto are tax deductible Even in case withholding tax is actually withheld by aDomestic Paying Agent in the case of a Qualified Holding this does not satisfy the tax liability of theshareholder Consequently a shareholder must declare his or her capital gains in his or her income tax returnsThe withholding tax (including the solidarity surcharge (Solidaritaumltszuschlag) and church tax (Kirchensteuer) ifapplicable) withheld and paid will be credited against the shareholderrsquos income tax on his or her tax assessment(including the solidarity surcharge (Solidaritaumltszuschlag) and any church tax (Kirchensteuer) if applicable) orrefunded in the amount of any excess


Gains on the sale of shares held as business assets of a shareholder with a tax domicile in Germany are notsubject to uniform withholding tax The taxation of the capital gains depends on whether the shareholder is acorporation a sole proprietor or a partnership (co-entrepreneurship) Dividend payments that are funded fromthe Companyrsquos contribution account for tax purposes (steuerliches Einlagekonto section 27 of the KStG)reduce the original acquisition costs In case of disposal a higher taxable capital gain can arise therefrom If thedividend payments exceed the sharesrsquo book value for tax purposes a taxable capital gain can arise

(i) Corporations If the shareholder is a corporation with a tax domicile in Germany the gains onthe disposal of shares are in general 100 exempt from corporate income tax (including thesolidarity surcharge (Solidaumlritaumltszuschlag)) and trade tax currently regardless of the size of theparticipation and the holding period However 5 of the gains are treated as nondeductiblebusiness expenses and are therefore subject to corporate income tax (plus the solidarity surcharge(Solidaritaumltszuschlag)) at an aggregate tax rate amounting to 15825 and trade tax at the averagetrade tax rate in Germany of approximately 15 (depending on the municipal trade tax multiplierapplied by the municipal authority in which the shareholder maintains its operations or permanentestablishments with a statutory minimum trade tax rate of 7) having the effect that dividendsand other profit shares are effectively 95 exempt from corporate income tax (and solidaritysurcharge (Solidaritaumltszuschlag) thereon) and trade tax As a rule losses on disposals and otherprofit reductions in connection with shares (eg from a write-down) cannot be deducted asbusiness expenses

(ii) Sole Proprietors If the shares are held as business assets by a sole proprietor with a taxdomicile in Germany only 60 of the gains on the disposal of the shares are subject to progressiveincome tax (plus the solidarity surcharge (Solidaritaumltszuschlag)) at a total tax rate of up toapproximately 475 and if applicable church tax (Kirchensteuer) (partial income method)Correspondingly only 60 of the losses on the disposal and expenses economically related theretoare tax deductible If the shares belong to a German permanent establishment of a businessoperation of the sole proprietor 60 of the gains of the disposal of the shares are in additionsubject to trade tax

As a general rule trade tax can be credited towards the shareholderrsquos personal income tax either infull or in part by means of a lump sum tax credit methodmdashdepending on the level of themunicipal trade tax multiplier and certain individual tax relevant circumstances of the taxpayer

(iii) Partnerships If the shareholder is a partnership the income or corporate income tax is notlevied at the level of the partnership but at the level of the respective partner The taxation dependson whether the partner is a corporation or an individual If the partner is a corporation the gains on

272

the disposal of the shares as contained in the profit share of the partner will be taxed in accordancewith the principles applicable for corporations (see ldquo(i) Corporationsrdquo above) For capital gains inthe profit share of a partner that is an individual the principles outlined above for sole proprietorsapply to the relevant partners accordingly (partial income method see above under ldquo(ii) SoleProprietorsrdquo) Upon application and subject to further conditions an individual as a partner canobtain a reduction of his or her personal income tax rate for earnings not withdrawn from thepartnership

In addition if the partnership is a commercially active or commercially tainted partnership (co-entrepreneurship) with a tax domicile in Germany gains on the disposal of shares are subject to trade tax at thelevel of the partnership if the shares are attributed to a domestic permanent establishment of a businessoperation of the partnership generally at 60 as far as they are attributable to the profit share of an individualas the partner of the partnership and currently at 5 as far as they are attributable to the profit share of acorporation as the partner of the partnership Losses on disposals and other profit reductions in connection withthe shares are currently not recognized for the purposes of trade tax if they are (i) attributable to the profit shareof a corporation or (ii) taken into account at a ratio of 60 already in the context of the income determinationof an individual If the partner of the partnership is an individual the portion of the trade tax paid by thepartnership attributable to his or her profit share will generally be credited either in full or in part against hisor her personal income tax by means of a lump sum methodmdashdepending on the level of the municipal trade taxmultiplier and certain individual tax-relevant circumstances of the taxpayer


Withholding Tax

In the case of a Domestic Paying Agent the gains of the sale of shares held as business assets are ingeneral subject to withholding tax in the same way as shares held as non-business assets by a shareholder(see ldquo242311 Shares Held as Non-Business Assetsrdquo in ldquo24231 Taxation of Capital Gains of Shareholderswith a Tax Domicile in Germanyrdquo) However the Dividend Paying Agent will not withhold the withholding taxif (i) the shareholder is a corporation association of persons or estate with a tax domicile in Germany or(ii) the shares belong to the domestic business assets of a shareholder and the shareholder declares so to theDomestic Paying Agent using the designated official form and certain other requirements are met Ifwithholding tax is nonetheless withheld by a Domestic Paying Agent the withholding tax (including thesolidarity surcharge (Solidaritaumltszuschlag) and church tax (Kirchensteuer) if applicable) withheld and paidwould generally be credited against the income or corporate income tax liability (including the solidaritysurcharge (Solidaritaumltszuschlag) and church tax (Kirchensteuer) if applicable) or would generally be refundedin the amount of any excess

24232 Taxation of Capital Gains of Shareholders without a Tax Domicile in Germany

Capital gains derived by shareholders with no tax domicile in Germany are only subject to German tax ifthe selling shareholder has a Qualified Holding in the Company or the shares belong to a domestic permanentestablishment or fixed place of business or are part of business assets for which a permanent representative inGermany has been appointed

In the case of a Qualified Holding if the shareholder is a private individual only 60 of the gains of thedisposal of the shares are subject to progressive income tax plus the solidarity surcharge (Solidaritaumltszuschlag)(partial income method) however most double taxation treaties provide for exemption from German taxationand assign the right of taxation to the shareholderrsquos country of residence According to the tax authorities thereis no obligation to withhold withholding tax at source in the case of a Qualified Holding if the shareholdersubmits to the Domestic Paying Agent a certificate of domicile issued by a foreign tax authority

If the selling shareholder has a Qualified Holding in the Company and the selling shareholder is acorporation which is not protected under a double taxation treaty which exempts any capital gain fromtaxation in Germany any capital gain of such shareholder is nevertheless fully tax exempt under Germandomestic rules

With regard to gains or losses of the disposal of shares belonging to a domestic permanent establishmentor fixed place of business or which are part of business assets for which a permanent representative inGermany has been appointed the abovementioned provisions pertaining to shareholders with a tax domicile inGermany whose shares are business assets apply mutatis mutandis (see ldquo242312 Shares Held as Business

273

Assetsrdquo in ldquo24231 Taxation of Capital Gains of Shareholders with a Tax Domicile in Germanyrdquo) TheDomestic Paying Agent can refrain from deducting the withholding tax if the shareholder declares to theDomestic Paying Agent on an official form that the shares form part of domestic business assets and certainother requirements are met

2424 Special Treatment of Companies in the Financial and Insurance Sectors and Pension Funds

As an exception to the aforementioned rules dividends paid to and capital gains realized by certaincompanies in the financial and insurance sector are fully taxable Since January 1 2017 the aforementionedexclusions of (partial) tax exemptions for corporate income tax and trade tax purposes apply to shares which inthe case of credit institutions or financial services institutions are to be allocated to the trading portfolio(Handelsbestand) within the meaning of the HGB As a consequence such credit institutions or financialservices institutions cannot benefit from the partial income method and are not entitled to the effective 95exemption from corporate income tax solidarity surcharge and trade tax Therefore dividend income andcapital gains are fully taxable The same applies to shares held by finance companies where (i) creditinstitutions or financial services institutions hold directly or indirectly a participation of more than 50 in therespective finance company and (ii) the finance company must disclose the shares as current assets(Umlaufvermoumlgen) as of the time they are initially recognized as business assets Likewise the tax exemptiondescribed earlier afforded to corporations for dividend income and capital gains from the sale of shares doesnot apply to shares that qualify as a capital investment in the case of life insurance and health insurancecompanies or those which are held by pension funds

However an exemption to the foregoing and thus a 95 effective tax exemption applies to dividendsobtained by the aforementioned companies to which the Parent Subsidiary Directive applies

In addition relief of withholding tax may be available under an applicable double taxation treaty subjectto certain prerequisites eg substance requirements and holding periods being met

2425 Inheritance and Gift Tax

The transfer of shares to another person mortis causa or by way of gift is generally subject to Germaninheritance or gift tax if

(i) the place of residence habitual abode place of management or registered office of the decedentthe donor the heir the donee or another acquirer is at the time of the asset transfer in Germanyor such person as a German national has not spent more than five continuous years outside ofGermany without maintaining a place of residence in Germany

(ii) the decedentrsquos or donorrsquos shares belonged to business assets for which there had been a permanentestablishment in Germany or a permanent representative had been appointed or

(iii) the decedent or the donor at the time of the succession or gift held a direct or indirect interest ofat least 10 of the Companyrsquos share capital either alone or jointly with other related parties

The fair market value of the shares represents the tax assessment base This is in general the stockexchange price of the shares Different tax rates apply dependent on the degree of relationship between thedecedent or donor and the recipient

The small number of double taxation treaties in respect of inheritance and gift tax which Germany hasconcluded to date usually provide for German inheritance or gift tax only to be levied in the cases under(i) and subject to certain restrictions in the cases under (ii) Special provisions apply to certain Germannationals living outside of Germany and to former German nationals

2426 Other Taxes

No German capital transfer taxes value added tax stamp duties or similar taxes are currently levied on thepurchase or disposal or other forms of transfer of the shares however an entrepreneur may opt to subjectdisposals of shares which are in principle exempt from value added tax to value added tax if the sale is madeto another entrepreneur for the entrepreneurrsquos business Wealth tax is currently not levied in Germany

2427 The Proposed Financial Transaction Tax (FTT)

On February 14 2013 the EU Commission adopted a proposal for a Council Directive on a commonfinancial transaction tax (ldquoFTTrdquo) According to such directive the FTT shall be implemented in certain EUmember states including Germany

274

The proposed FTT has very broad scope and could if introduced apply to certain dealings in the shares(including secondary market transactions) in certain circumstances The issuance and subscription of the sharesshould however be exempt

According to the coalition agreement between the German Christian Democratic Party and the GermanSocial Democratic Party the current German government still has the intention to introduce an FTT InJune 2018 Germany and France agreed to further pursue the implementation of an FTT in the EU for whichthe current French financial transaction tax (which is mainly focused on transactions regarding shares in listedcompanies with a market capitalization of more than EUR 1 billion) could serve as a role model

Any FTT proposal is however still subject to negotiation between (certain) EU member states Thereforeit is currently uncertain whether and when the proposed FTT will be enacted by the participating EU memberstates and when it will take effect with regard to dealings in the shares

On 9 December 2019 the German Federal Finance Minister announced another final proposal for aDirective for a financial transaction tax implemented by way of the enhanced cooperation mechanism to 9 otherparticipating EU member states (ldquoNew FTTrdquo) which was revised again in April 2020 In addition the GermanFederal Finance Ministry further prepared the implementation of the FTT or New FTT by the creation of a newdepartment (Referat) within the German Federal Finance Ministry Such new department is referred to asldquoFinanztransaktionsteuer (FTT)rdquo (Financial Transaction Tax (FTT))

The proposed New FTT remains subject to negotiation between the participating EU member states

Prospective investors are advised to seek their own professional advice in relation to the FTT andNew FTT

2428 Partial Abolition of the Solidarity Surcharge (Solidaritaumltszuschlag) as of 2021

As of 2021 the solidarity surcharge (Solidaumlritaumltszuschlag) which is an additional levy on the income taxburden of taxable persons in an amount of 55 will be partly abolished Such abolition only affectsindividuals subject to income tax under the German Income Tax Act (Einkommensteuergesetz) hencecorporations that are subject to corporate income tax under the German Corporate Income Tax Act(Koumlrperschaftsteuergesetz) will not be affected by such abolition at all As a result of such new law thesolidarity surcharge would only be levied if the income tax burden (tarifliche Einkommensteuer) exceeds anexemption limit of EUR 16956 (or EUR 33912 in the case of married couples or registered civil unions(eingetragene Lebenspartnerschaften) filing jointly) If the taxable income of an investor exceeds suchexemption limit the solidarity surcharge rate increases continuously up to a total levy of 55 on the incometax burden

However the partial abolition of the solidarity surcharge will not affect the withholding of taxes(Kapitalertragsteuer) Solidarity surcharge will still be levied on the withholding tax amount and withheldaccordingly There will not be a refund of any solidarity surcharge (regardless of the aforementioned exemptionlimits) if the withholding tax cannot be refunded either

275

25 FINANCIAL INFORMATION

Unaudited Three-Month Condensed Combined Interim Financial Statements of theGroup prepared in accordance with IFRS on interim financial reporting (IAS 34) as ofand for the three months ended December 31 2020Condensed Combined Income Statement F-3Condensed Combined Statement of Comprehensive Income F-3Condensed Combined Statement of Financial Position F-4Condensed Combined Statement of Changes in Equity F-5Condensed Combined Statement of Cash Flows F-6Notes to the Condensed Combined Interim Financial Statements F-7

Audited Six-Month Condensed Combined Interim Financial Statements of the Groupprepared in accordance with IFRS on interim financial reporting (IAS 34) as of and forthe six months ended September 30 2020Condensed Combined Income Statement F-44Condensed Combined Statement of Comprehensive Income F-44Condensed Combined Statement of Financial Position F-45Condensed Combined Statement of Changes in Equity F-46Condensed Combined Statement of Cash Flows F-47Notes to the Condensed Combined Interim Financial Statements F-48Independent Auditorrsquos Report F-78

Audited Unconsolidated German GAAP Financial Statements of the Company preparedin accordance with German Commercial Code (HGB) as of and for the short financialyear ended March 31 2020Income Statement F-85Statement of Financial Position F-86Notes to the Financial Statements F-87Independent Auditorrsquos Report F-89

Audited Unconsolidated Financial Statements of the Company prepared in accordancewith IFRS as of and for the twelve months ended March 31 2020Income Statement F-94Statement of Comprehensive Income F-94Statement of Financial Position F-95Statement of Changes in Equity F-96Statement of Cash Flows F-97Notes to the Financial Statements F-98Independent Auditorrsquos Report F-101

Audited Unconsolidated Financial Statements of the Company prepared in accordancewith IFRS as of March 31 2019 and for the period from February 28 2019 toMarch 31 2019Income Statement F-106Statement of Comprehensive Income F-106Statement of Financial Position F-107Statement of Changes in Equity F-108Statement of Cash Flows F-108Notes to the Financial Statements F-109Independent Auditorrsquos Report F-112

F-1

Unaudited Three-Month Condensed Combined Interim Financial Statements of the

Group prepared in accordance with IFRS on interim financial reporting (IAS 34) as of

and for the three months ended December 31 2020

F-2

Vantage Towers AG Duumlsseldorf (formerly from 16 July 2020 until 26 January 2021 Vantage Towers GmbH from 5 December 2019 until 15 July 2020 Vodafone Towers Germany GmbH)

Condensed combined interim financial statements for the three months ended 31 December 2020

Condensed Combined Income Statement

Three months ended 31 December

Nine months ended 31 December

2020 2020

Note eurom eurom

Continuing operations

Revenue 2 2112 4762

Maintenance costs (101) (206)

Staff costs 4 (65) (120)

Other operating expenses (153) (330)

Depreciation on lease-related right of use assets 7 (496) (1101)

Depreciation on other property plant and equipment 7 (221) (509)

Operating profit 3 1076 2496

Interest on lease liabilities 11 (135) (323)

Other finance costs (28) (31)

Other expenses (246) (254)

Share of results of equity accounted joint ventures 15 20 20

Profit before tax 687 1908

Income tax expense 5 (186) (524)

Profit for the period 501 1384

Attributable to

Owners of the Company 500 1383

Non-controlling interests 01 01

501 1384

Condensed Combined Statement of Comprehensive Income Three months ended 31

December Nine months ended 31

December

2020 2020

Note eurom eurom


Foreign exchange translation differences net of tax 18 10

Items that will not be reclassified subsequently to profit or loss

Net actuarial losses on defined benefit pension schemes net of tax (04) (08)

Total items that will not be reclassified to the income statement in subsequent years

14 10

Other comprehensive income for the period net of income tax 14 02

Total comprehensive income for the period 515 1386

Attributable to



515 1385

F-3



Condensed Combined Statement of Financial Position

31 December 2020 30 September 2020

Note eurom eurom

Non-current assets

Goodwill and intangible assets 6 34464 30970

Property plant and equipment 7 28470 21479

Investments in joint ventures 15 29182 -

Deferred tax assets 5 179 246

Trade and other receivables 9 92 38

92387 52733

Current assets

Receivables due from related parties 8 11274 3920


Cash and cash equivalents 62 31

11750 4323

Total Assets 104137 57056

Equity

Net investment of parent 49476 34420

Non-controlling interests 552 -

Total Equity 50028 34420

Non-current liabilities

Lease liabilities 11 17861 14656

Provisions 12 3088 2747


Deferred tax liabilities 5 181 03

Payables due to related parties 8 1951 1043

Trade and other payables 10 29 47

23115 18500

Current liabilities


Current income tax liabilities 5 236 196




Overdrafts 31 -

30994 4136

Total liabilities 54109 22636

Total equity and liabilities 104137 57056

The financial statements were approved by the board of Directors and authorised for issue on 14 February 2021 They were signed on its

behalf by

Vivek Badrinath Chief Executive Officer Thomas Reisten Chief Financial Officer Christian Sommer General Counsel

F-4



Condensed Combined Statement of Changes in Equity

Net investment of

parent Non-controlling

interests Total

equity

eurom eurom eurom

1 April 2020 525 - 525

Shareholder contribution by way of transfer of companies into the Group

33024 - 33024

Profit for the period 883 - 883

Other comprehensive expense for the period (12) - (12)

Total comprehensive income for the period 871 - 871

30 September 2020 34420 - 34420


12647 551 13198

Issue of shares 1895 - 1895

Profit for the period 500 01 501

Other comprehensive expense for the period 14 - 14

Total comprehensive income for the period 514 01 515

31 December 2020 49476 552 50028

F-5



Condensed Combined Statement of Cash Flows

Three months ended 31


December

2020 2020

Note eurom eurom

Net cash from operating activities 13 2764 3796

Investing activities

Purchases of property plant and equipment (298) (687)

Net cash used in investing activities (298) (687)

Financing activities

Net movement in short-term borrowings 31 31

Net movements in cash management activities with related parties

(1958) (2227)

Repayment of lease liabilities including interest (509) (852)

Net cash used in financing activities (2436) (3048)

Net increase in cash and cash equivalents 30 61

Effect of foreign exchange rates 01 01

Cash and cash equivalents at beginning of period 31 -

Additions on combination of companies into the Group - -

Cash and cash equivalents at end of period 62 62

F-6


Notes to the condensed combined interim financial statements

For the three months ended 31 December 2020

1 Significant accounting policies

Basis of preparation

Vantage Towers Germany AG (the ldquoCompanyrdquo) is incorporated and domiciled in Germany (registered with

Duumlsseldorf Local Court under HRB no 85940) The registered address of the Company is Prinzenallee 11-13

40549 DuumlsseldorfGermany The Company is ultimately controlled by Vodafone Group Plc (ldquoVodafonerdquo) a

company incorporated and domiciled in England and Wales with a registered address of Vodafone House The

Connection Newbury Berkshire RG14 2FN England

The condensed combined interim financial statements for the three months and nine months ended 31

December 2020

bull are prepared in accordance with International Accounting Standard 34 ldquoInterim Financial Reportingrdquo

(ldquoIAS 34rdquo) as issued by the International Accounting Standards Board and as adopted by the European

Union

bull are presented on a condensed basis as permitted by IAS 34 and therefore do not include all

disclosures that would otherwise be required in a full set of financial statements prepared in

accordance with International Financial Reporting Standards as issued by the International Accounting

Standards Board and as adopted by the European Union (ldquoIFRSrdquo)

bull present the Condensed Combined Statement of Financial Position and the Condensed Combined

Statement of Changes in Equity corresponding to the closing date of the immediately preceding six

month period (30 September 2020) together with the figures at 31 December 2020 solely and

exclusively for comparative purposes Moreover in accordance with IAS 34 next to each of the items

of the Condensed Combined Income Statement the Condensed Combined Statement of

Comprehensive Income and the Condensed Combined Statement of Cash Flows the figures

corresponding to the three month period ended on 31 December 2020 are presented along with

those corresponding to the nine month period ended on 31 December 2020 and

bull present the combined financial information of the Company Vantage Towers SLU (domiciled in

Madrid Spain) Vantage Towers Limited (domiciled in Dublin Ireland) Vodafone Towers Portugal

SA (domiciled in Lisbon Portugal) Vantage Towers sro (domiciled in Prague Czech Republic)

Vodafone Magyarorszaacuteg zrt (domiciled in Budapest Hungary) Vodafone Towers Romania SRL

(domiciled in Bucharest Romania) Vantage Towers Greece (domiciled in Athens Greece) and

Infrastrutture Wireless Italiane SpA (domiciled in Rome Italy) (together the ldquoGrouprdquo) on the basis

set out below

-

In preparing the condensed combined interim financial statements consideration has been given to the intra

group transactions entered into by wholly owned subsidiaries of Vodafone in order to enable Vodafone to

separate its European tower infrastructure assets in Germany (the parent company) Spain Portugal the Czech

Republic Hungary Romania Greece Ireland its 50 ownership interest in Cornerstone Telecommunications

Infrastructure Limited (ldquoCornerstonerdquo) its 332 ownership interest in Infrastrutture Wireless Italiane SpA

(ldquoINWITrdquo) and Central Tower Holding Company BV (ldquoCTHCrdquo) ndash the intermediate holding company - into a new

stand-alone tower infrastructure business being the Group

In order to achieve separation of these tower infrastructure assets the tower infrastructure assets in each local

market were grouped into a business unit within the Vodafone operating company in that market and then

carved out of the operating company into a separate legal entity controlled by Vodafone either by way of a

hive-down a demerger or otherwise Following this separation the various legal entities have now reorganised

under the Company to form the Group

F-7




1 Significant accounting policies (continued)

Basis of preparation (continued)

Presentation of the history of these transactions in the condensed combined interim financial statements has

been considered in conjunction with the expected presentation of those same transactions in the consolidated

financial statements for the year end to ensure consistency of reporting in accordance with IFRS

In considering the presentation of the consolidated financial statements for the year end the Directors have

considered the guidance in IFRS 10 ldquoConsolidated Financial Statementsrdquo (ldquoIFRS 10rdquo) relating to individual

transactions The Directors have considered that the commercial purpose of separating certain of Vodafonersquos

European tower infrastructure assets into a standalone tower infrastructure business and the related legal

steps undertaken to achieve this have taken place in contemplation of each other solely to achieve a single

purpose being the public listing of the Companyrsquos shares The Directors have therefore concluded that the

various steps undertaken should be accounted for as a single transaction

As the single transaction comprises the combination of the separate European tower businesses this meets the

definition of a business combination However as the transaction is under common control the accounting

does not fall in scope of any existing IFRSs Consequently in accordance with International Accounting

Standards 8 ldquoAccounting Policies Changes in Accounting Estimates and Errorsrdquo (ldquoIAS 8rdquo) the Directors must

employ judgement to develop and apply an appropriate accounting policy

The Directors have also considered whether it would be more appropriate to prepare consolidated financial

statements given the Group came into existence during the three months ended 31 December 2020 following

the acquisition of CTHC (17 December 2020) The Directors have concluded that these financial statements

should be presented on a combined rather than a consolidated basis as presentation of the full three months

ended 31 December 2020 of combined results will be most useful to users This is due to the fact that it will be

the first complete three month period for which the majority of all legal entity separations have been

completed and is most consistent with the basis of preparation of the previous financial statements for the six

month period ending 30 September 2020 In contrast consolidated financial statements for the three month

period ending 31 December 2020 would only reflect transactions during the period from 17 December until 31

December 2020 and would therefore only provide a very narrow picture of the performance of the Group

Accordingly the Directors have concluded that it is appropriate to account for the combination of the

European tower assets that make up the Group by applying the pooling of interests method based on historical

carrying values as though the current structure had always been in place a method of accounting for business

combinations These historical carrying values are determined by reference to the book values recorded under

the Vodafone Group accounting policies immediately preceding the transaction in accordance with the pooling

of interests approach In applying the pooling of interests method the Directors have considered the

requirements of IFRS 10 which in the absence of specific IFRS guidance is considered to be analogous and

relevant for the purposes of accounting for the combination

IFRS 10 mandates that the consolidated financial statements of the receiving entity cannot include financial

information of a subsidiary prior to the date it obtains control Accordingly in applying the pooling of interests

method the Directors do not consider it appropriate to present financial information of the combining

businesses for periods prior to the combination

F-8






In considering the presentation of the condensed combined financial statements for the period ended 31

December 2020 the Directors are required to apply judgement given that the Group is only part way through

the single transaction In applying judgement the Directors have also considered that IAS 34 requires

continuity with the basis of preparation for year end financial statements Whilst the basis of preparation cited

above is referenced to principles embodied within consolidated financial statements the Directors have

concluded that in the absence of specific IFRS guidance the approach to presenting comparative information

should be consistent with the proposed approach for the year end reporting Consequently these condensed

combined interim financial statements have been prepared on the basis that the financial history of the Group

commences on the date of legal separation for each company within the Group

The effective date of the legal separation of the various European tower businesses from the respective

Vodafone operating companies in which they were originally held took place on various dates between 18

March 2020 and 23 December 2020 as detailed below

In addition to CTHC the intermediary holding company that the Company acquired 100 of the ordinary

shares in on 17 December 2020 the following entities within the Vantage Towers business have been included

within the condensed combined interim financial statements from the effective date of their demerger from

the respective Vodafone operating companies

bull Vantage Towers SLU (ldquoVantage Towers Spainrdquo) ndash 18 March 2020

bull Vantage Towers AG (ldquoVantage Towers Germanyrdquo) ndash 25 May 2020

bull Vantage Towers Limited (ldquoVantage Towers Irelandrdquo) ndash 1 June 2020

bull Vodafone Towers Portugal SA (ldquoVantage Towers Portugalrdquo) ndash 16 July 2020

bull Vantage Towers sro (ldquoVantage Towers Czechia Republicrdquo) ndash 1 September 2020

bull Vodafone Magyarorszaacuteg zrt (ldquoVantage Towers Hungaryrdquo) ndash 1 November 2020

bull Vodafone Towers Romania SRL (ldquoVantage Towers Romaniardquo) ndash 13 November 2020

bull Vodafone Greek TowerCo ndash 17 November 2020 (followed by the Grouprsquos 62 acquisition of Vantage

Towers Greece on 23 December 2020 which contained the assets of both Vodafone Greek TowerCo

and Wind Hellas Greek TowerCo respectively) and

bull the Grouprsquos investment in the joint venture of Infrastrutture Wireless Italiane SpA (ldquoINWITrdquo) ndash 19

November 2020

For the avoidance of doubt the investment in the joint venture of Cornerstone Telecommunications

Infrastructure Limited (ldquoCornerstonerdquo) has not been included within these condensed combined interim

financial statements as the investment has not been transferred from the respective Vodafone operating

entity on 31 December 2020 See note 18 subsequent events for further information on transactions relating to

this entity

The Directors of Vantage Towers AG have taken responsibility for the preparation and approval of these

condensed combined interim financial statements As such references herein to ldquothe Directorsrdquo should be

taken as the Directors of Vantage Towers AG

F-9






The Group operates a portfolio of tower sites across Europe for which it receives revenue both from the

Vodafone Group under Master Service Agreements (ldquoMSArdquo) and from other unrelated customers

The condensed combined interim financial statements have been prepared on the historical cost basis except

for certain financial and equity instruments that have been measured at fair value

The principal accounting policies are set out below and in the notes to the condensed combined interim

financial statements

Presentation currency

The condensed combined interim financial statements are presented in Euro which is also the Grouprsquos and

each entityrsquos functional currency with the exception of Vantage Towers Czechia Republic and Vantage Towers

Hungary which have functional currencies of Czech Koruna and Hungarian Forint respectively

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of

the transaction Monetary assets and liabilities denominated in foreign currencies are retranslated into the

respective functional currency of the entity at the rates prevailing on the reporting period date Non-monetary

items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on

the initial transaction dates Non-monetary items measured in terms of historical cost in a foreign currency are

not retranslated

Changes in the fair value of monetary securities denominated in foreign currency are analysed between

translation differences and other changes in the carrying amount of the security Translation differences are

recognised in the combined income statement and other changes in carrying amount are recognised in the

combined statement of comprehensive income

For the purpose of presenting condensed combined interim financial statements the assets and liabilities of

entities with a functional currency other than Euro are expressed in Euro using exchange rates prevailing at the

reporting period date Income and expense items and cash flows are translated at the average exchange rates

for each month and exchange differences arising are recognised directly in other comprehensive income On

disposal of a foreign entity the cumulative amount previously recognised in the combined statement of

comprehensive income relating to that particular foreign operation is recognised in profit or loss in the

combined income statement

Principles of combination

The asset liabilities and profit or loss of the entities comprising the Group have been combined All

transactions and balances between entities included within the Group have been eliminated Where there are

transactions with other Vodafone Group Plc entities outside of the Group these amounts are disclosed as

related party transactions in note 8

F-10





Going concern

The Directors are satisfied that at the time of approving the financial statements it is appropriate to adopt the going concern basis in preparing the financial statements

The Directors have reviewed the financial performance and position of the Company and have assessed the monthly cashflow forecasts through to March 2022 They note the Grouprsquos euro9664 million cash is held in a call deposit account as part of the Vodafone Group Plc cash pooling arrangement Per the terms of the arrangement the Directors have control of this deposit and draw down upon this balance when needed Having considered the overall financial position of the Vodafone Group as set out in its Interim Financial Statements for the 6 months ended 30 September 2020 the Directors are satisfied that the Vodafone Group has sufficient liquidity for the Company and Group to continue to access the cash balance held in its call deposit account

Despite the potential for a sustained macro-economic downturn the Directors are satisfied that due to the low cost base and significant head room in the cash flow forecast the business will continue to have sufficient cash available even in the event of any reasonably possible downturn in trading There has been limited impact on the business as a result of COVID-19 (see note 14 ldquoCapital and financial risk managementrdquo)

On the basis of their assessment the Directors of Vantage Towers AG expect that the Company will be able to

continue in operational existence for the period up to and including March 2022 and hence continue to adopt

the going concern basis of accounting in preparing the annual financial statements

Current or non-current classification

Assets are classified as current in the condensed combined statement of financial position where recovery is

expected within 12 months of the reporting date All assets where recovery is expected more than 12 months

from the reporting date and all deferred tax assets and property plant and equipment are reported as non-

current

Liabilities are classified as current unless the Group has an unconditional right to defer settlement of the

liability for at least 12 months after the reporting date For provisions where the timing of settlement is

uncertain amounts are classified as non-current where settlement is expected more than 12 months from the

reporting date In addition deferred tax liabilities and post-employment benefits are reported as non-current

Significant accounting policies applied in the current reporting period that relate to balances without a separate note

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand and call deposits and other short-term highly liquid

investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of

changes in value All cash and cash equivalents are measured at amortised cost

The carrying amount of balances at amortised cost approximates their fair value

F-11





Significant accounting policies applied in the current reporting period that relate to balances without a separate note (continued)

Post employment benefits

For defined benefit retirement plans the difference between the fair value of the plan assets and the present

value of the plan liabilities is recognised as an asset or liability on the statement of financial position Defined

benefit plan liabilities are assessed using the projected unit funding method and applying the principal actuarial

assumptions at the reporting period date Assets are valued at market value

Actuarial gains and losses are taken to the statement of comprehensive income as incurred For this purpose

actuarial gains and losses comprise both the effects of changes in actuarial assumptions and experience

adjustments arising from differences between the previous actuarial assumptions and what has actually

occurred The return on plan assets in excess of interest income and costs incurred for the management of

plan assets are also taken to other comprehensive income

Other movements in the net surplus or deficit are recognised in the income statement including the current

service cost any past service cost and the effect of any settlements The interest cost less the expected interest

income on assets is also charged to the income statement The amount charged to the income statement in

respect of these plans is included within other operating costs

The Grouprsquos contributions to defined contribution pension plans are charged to the income statement as they

fall due

New accounting pronouncements to be adopted on or after 1 April 2021

The IASB has issued amendments to IFRS 9 IAS 39 IFRS 7 IFRS 4 and IFRS 16 Interest Rate Benchmark Reform

ndash Phase 2 and Amendments to IFRS 4 Insurance Contracts ndash deferral of IFRS 9 which are effective for annual

periods beginning on or after 1 January 2021 Although not yet endorsed by the EU the Grouprsquos financial

reporting will be presented in accordance with the above new standards from 1 April 2021

The IASB has issued Amendments to IAS 1 ldquoClassification of Liabilities as Current or Non-currentrdquo and IFRS 17

ldquoInsurance Contractsrdquo which are effective for annual periods beginning on or after 1 January 2023 Although

not yet endorsed by the EU the Grouprsquos financial reporting will be presented in accordance with the above

new standards from 1 April 2023

The Grouprsquos work to assess the impact of these accounting changes is continuing however the changes are

not expected to have a material impact on the future consolidated income statement consolidated statement

of financial position or consolidated cash flow statement

The following narrow-scope amendments were issued by the IASB during May 2020 and are effective for

annual periods beginning on or after 1 January 2022 they have not yet been endorsed by the EU

- Annual Improvements to IFRS Standards 2018-2020

- Amendment to IAS 16 ldquoProperty Plant and Equipment Proceeds before Intended Userdquo

- Amendment to IAS 37 ldquoOnerous Contracts ndash Cost of Fulfilling a Contractrdquo and

- Amendment to IFRS 3 ldquoReference to the Conceptual Frameworkrdquo

The Group is assessing the impact of these new standards and the Grouprsquos financial reporting will be presented

in accordance with these standards from 1 April 2022

F-12





New accounting pronouncements to be adopted on or after 1 April 2021 (continued)

The IASB has also issued amendments to IFRS 10 and IAS 28 ldquoSale or Contribution of Assets between an

Investor and its Associate or Joint Venturerdquo however the effective date has been deferred indefinitely since

2015

Critical accounting judgements and key sources of estimation uncertainty

IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Grouprsquos circumstances In determining and applying accounting policies Directors and management are required to make judgements and estimates in respect of items where the choice of specific policy accounting judgement estimate or assumption to be followed could materially affect the Grouprsquos reported financial position results or cash flows and disclosure of contingent assets or liabilities during the reporting period it may later be determined that a different choice may have been more appropriate

The Grouprsquos critical accounting judgements and key sources of estimation uncertainty are detailed below Actual outcomes could differ from those estimates The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period they are recognised in the period of the revision and future periods if the revision affects both current and future periods

Management regularly reviews and revises as necessary the accounting judgements that significantly impact the amounts recognised in the condensed combined interim financial statements and the estimates that are considered to be ldquocritical estimatesrdquo due to their potential to give rise to material adjustments in the Grouprsquos financial statements in the following period As at 31 December 2020 management has identified critical judgements in respect of presentation of comparatives revenue recognition lease accounting valuation of goodwill and taxation In addition management has identified critical accounting estimates in relation to the impairment of goodwill and estimation of asset retirement obligations

Critical judgements in applying the Grouprsquos accounting policies

The following are the critical judgements apart from those involving estimations (which are presented

separately below) that the Directors have made in the process of applying the Grouprsquos accounting policies and

that have the most significant effect on the amounts recognised in the condensed combined interim financial

statements

As set out in the basis of preparation section in determining the presentation basis of the condensed

combined interim financial statements the Directors are required to apply various judgements and have

concluded that

- the legal steps undertaken in combining the European tower businesses should be accounted for as a

single transaction

- in applying a pooling of interests method for the business combination the inclusion of financial

information for the European tower businesses prior to the date of legal separation would contradict

the requirements of IFRS 10 and therefore no comparative information is presented for that period

and

- in order to comply with the continuity principles of IAS 34 the condensed combined interim financial

statements for the period ended 31 December 2020 should be prepared on the same basis as that

proposed for the consolidated financial statements for the year ending 31 March 2021

F-13





Critical accounting judgements and key sources of estimation uncertainty (continued)

Revenue recognition

Revenue recognition under IFRS 15 lsquoRevenue from contracts with customersrsquo necessitates the use of

management judgements to produce financial information The most significant accounting judgement is

disclosed below

Gross versus net presentation

If the Group has control of goods or services before they are delivered to a customer then the Group is the

principal in the sale to the customer otherwise the Group is acting as an agent Whether the Group is

considered to be the principal or an agent in the transaction depends on the analysis by management of both

the legal form and substance of the agreement between the Group and its business partners such judgements

impact the amount of reported revenue and operating expenses (see note 2 ldquoRevenue disaggregation and

segmental analysisrdquo) but do not impact reported assets liabilities or cash flows Scenarios requiring judgement

to determine whether the Group is a principal or an agent include for example those where the Group

delivers energy to operator equipment in which control of energy is not obtained prior to delivery to

customers

Lease accounting

Lease accounting under IFRS 16 lsquoLeasesrsquo necessitates the collation and processing of very large amounts of data

combined with application of management judgements and estimates to produce financial information The

most significant accounting judgements are disclosed below

Lessor classification of arrangements as either operating or finance lease

Management judgement is required in determining whether leases where the Group is lessor are classified as

operating or finance leases This has a significant impact on revenue recognition Operating lease revenue is

recognised on a straight line basis (or similar) over the lease term while finance lease income is recognised

largely up front with interest income recognised over the remainder of the term

IFRS 16 contains a number of indicators that a lease may be a finance lease The relevant indicators considered

in the context of the leases of tower space to telecommunication companies were

bull whether the lease term is for the major part of the economic life of the asset

bull whether the present value of payments are substantially all of the fair value of the asset

Management considered the following factors when assessing lease classification

bull The lease term is significantly shorter than the useful life of tower assets Where aged towers are

being used to fulfil the MSA it is expected that the assets will be maintained rather than replaced

bull High level analysis concluded that the present value of lease payments was not lsquosubstantially allrsquo of the

fair value of the tower asset

bull Consideration of the nature of the arrangement which is more consistent with short term hire

agreement (operating lease) than financing the acquisition of assets (finance lease)

On the basis of the factors considered Management determined that leases under the MSA should be

classified as operating leases See note 11 for further details

F-14






Lessee - Lease term

Where leases include additional optional periods after an initial lease term significant judgement is required in

determining whether these optional periods should be included when determining the lease term As a lessee

optional periods are included in the lease term if the Group is reasonably certain it will exercise an extension

option or will not exercise a termination option this depends on an analysis by management of all relevant

facts and circumstances including the leased assetrsquos nature and purpose the economic and practical potential

for replacing the asset and any plans that the Group has in place for the future use of the asset The value of

the right-of-use asset and lease liability will be greater when extension options are included in the lease term

The assessed lease term is subject to the non-cancellable period and rights and options in each contract

Generally lease terms are judged to include the non-cancellable contractual periods including any reasonably

certain extension periods For the Grouprsquos site leases extension options are assumed to be exercised if they

are exercisable within the non-cancellable MSA term In most instances the Group has options to renew or

extend leases for additional periods after the end of the initial non-cancellable lease term which are assessed

using the criteria above

Valuation of goodwill

Goodwill previously attributed to Vodafone Group businesses in each market recorded at cost less

accumulated impairment has been accounted under the pooling of interests approach

Goodwill less amounts relating to Vodafone Grouprsquos acquisition of Liberty Global assets which are deemed not

to relate to the Group has been allocated between the Grouprsquos businesses and the remaining Vodafone

operating business in proportion to the relative value of the cash generating units for each market at the

demerger date The allocation of goodwill between cash generating units is assessed from the enterprise value

of the relevant Vodafone Group operations

Taxation

The Grouprsquos tax charge on ordinary activities is the sum of the total current and deferred tax charges The

calculation of the Grouprsquos total tax charge involves management to exercise judgement in respect of the

following

Recognition of deferred tax assets

Significant items on which the Group has exercised judgement whether or not to recognise deferred tax assets

in respect of losses in Spain The recognition of deferred tax assets particularly in respect of tax losses is based

upon whether management judge that it is probable that there will be sufficient and suitable taxable profits in

the relevant legal entity or tax group against which to utilise the assets in the future The Group assesses the

availability of future taxable profits using the same undiscounted five year forecasts for the Grouprsquos operations

as are used in the Grouprsquos value in use calculations for goodwill impairment purposes

Changes in the judgements taken which underpin the Grouprsquos forecasts could have an impact on the amount of

deferred tax asset recognised The Group only considers substantively enacted tax laws when assessing the

amount and availability of tax losses to offset against the future taxable profits (see note 5 ldquoIncome taxesrdquo)

F-15






Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting

period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and

liabilities within the next financial year are discussed below

Impairment ndash goodwill

IFRS requires management to perform impairment tests annually for indefinite lived assets For goodwill in

particular the value in use calculations required to support the goodwill balance involve significant estimates

including those involved in managementrsquos forecast any long term growth rates applied to this and the

appropriate discount rate to use to reflect risks (amongst others) Given the level of estimation involved and

the size of the goodwill balance impairment reviews are considered to be a key source of estimation

uncertainty See note 6 for further details

Asset retirement obligation provision

Estimation of future costs

The Group is required to recognise provisions for site restoration costs on its leased assets There is uncertainty

around the cost of asset retirement obligations as cost estimates can vary in response to many factors

including from changes in market rates for goods and services to the relevant legal requirements the

emergence of new technology or experience at other assets The expected timing work scope amount of

expenditure and risk weighting may also change Therefore estimates and assumptions are made in

determining the provision for asset retirement obligations The estimated asset retirement obligation costs are

reviewed annually The asset retirement obligation provision is based on current legal and contractual

requirements technology and price levels

An increase or decrease in the cost estimates by 10 at 31 December 2020 would result in an increase or

decrease in the liability and corresponding asset by euro319 million and euro319 million respectively

2 Revenue disaggregation and segmental analysis

The Grouprsquos businesses are managed on a geographical basis Selected financial data is presented on this basis below

Accounting policies

Revenue

When the Group enters into an agreement with a customer service deliverables under the contract are

identified as separate performance obligations (lsquoobligationsrsquo) to the extent that the customer can benefit from

the goods or services on their own and that the separate services are considered distinct from other services in

the agreement Where individual services do not meet the criteria to be identified as separate obligations they

are aggregated with other services in the agreement until a separate obligation is identified The obligations

identified will depend on the nature of individual customer contracts but might typically be separately

identified for energy maintenance of the underlying tower infrastructure and allied services provided to

customers The provision of space on the Grouprsquos tower infrastructure is considered to be a lease see note 11

for further information Where services have a functional dependency (for example services are required to be

provided alongside the lease) this does not in isolation prevent those services from being assessed as separate

obligations

F-16




2 Revenue disaggregation and segmental analysis (continued)

The Group determines the transaction price to which it expects to be entitled in return for providing the

promised obligations to the customer based on the committed contractual amounts net of sales taxes and

where applicable discounts

The transaction price is allocated between the identified obligations according to the relative standalone selling

prices of the obligations The standalone selling price of each obligation deliverable in the contract is

determined according to the prices that the Group would achieve by selling the same services included in the

obligation to a similar customer on a standalone basis where standalone selling prices are not directly

observable estimation techniques are used maximising the use of external inputs

Revenue is recognised when the respective obligations in the contract are delivered to the customer and

payment is probable

Revenue from leases is recognised on a straight line basis over the term of the lease see note 11 for details

Revenue for the provision of services is recognised when the Group provides the related service during the

agreed service period

When the Group has control of energy prior to delivery to a customer then the Group is the principal in the

sale to the customer As a principal receipts from customers and payments to suppliers are reported on a gross

basis in revenue and operating costs If another party has control of services prior to transfer to a customer

then the Group is acting as an agent for the other party and revenue in respect of the relevant obligations is

recognised net of any related payments to the supplier and recognised revenue represents the margin earned

by the Group Control of the energy is obtained by the Group and recorded on a gross basis with the exception

where the Group delivers energy to operate the antenna and provide mobile reception to customers in which

case control of the energy is not obtained prior to transfer to a customer See ldquoCritical accounting judgements

and key sources of estimation uncertaintyrdquo in note 1 for details

Segmental analysis

The Grouprsquos operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance The Group has determined the chief operating decision maker to be the Management Board The Group has a single group of similar services and products being the supply of infrastructure leases and related services Revenue is attributed to a country or region based on the location of the tower assets and company reporting the associated revenue

The aggregation of operating segments into the Germany Spain and other regions in the opinion of management reflects the basis on which the Group manages its interests The aggregation of operating segments reflects in the opinion of management the similar economic characteristics within each of those countries as well as the similar services offered and supplied classes of customers and the regulatory environment

The period for each segmentrsquos results disclosed below is from the date of de-merger of each market as set out in the note 1 basis of preparation until 31 December 2020

F-17





Three months ended 31 December 2020

Total revenue Adjusted EBITDA Ground lease

expense1

Recharged capital

expenditure Adjusted EBITDAaL

eurom eurom eurom eurom eurom

Germany 1192 984 (279) (13) 692

Spain 418 375 (180) (02) 193

Greece 81 71 (28) - 43

Other European Markets 421 363 (144)

- 219

Combined 2112 1793 (631) (15) 1147

1 Ground lease expense represents the sum of depreciation on lease-related right of use assets and interest on lease

liabilities

Nine months ended 31 December 2020


expense1

Recharged capital



Germany 2802 2370 (623) (13) 1734

Spain 1212 1088 (545) (06) 537

Greece 81 71 (28) - 43


667 577 (228) - 349

Combined 4762 4106 (1424) (19) 2663


liabilities

The Group measures segment profit using adjusted EBITDA defined as operating profit before depreciation on lease-related right of use assets depreciation amortisation and gainslosses on disposal for other property plant and equipment and excluding impairment losses restructuring costs arising from discrete restructuring plans other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group A reconciliation of adjusted EBITDA to operating profit is shown below For a reconciliation of operating profit to segment profit for the period see the combined income statement


December 2020 Nine months ended 31

December 2020

eurom eurom


Depreciation on lease-related right of use assets (496) (1101)

Depreciation on other property plant and equipment (221) (509)

Operating profit 1076 2496

The Group also measures segment performance using Adjusted EBITDAaL calculated as adjusted EBITDA less recharged capital expenditure revenue and after depreciation on lease-related right of use assets and deduction of interest on leases

F-18




2 Revenue disaggregation and segmental analysis (continued) Segmental assets and capital expenditure


Non-current assets1 Lease-related right of use assets

Maintenance capital

expenditure2

Other capital expenditure

Depreciation and amortisation

Germany 3839 8207 40 187 361

Spain 1136 4566 18 35 158

Greece 1244 3144 02 01 31


1825 4601 14 23 167

Combined 8044 20518 74 246 717

1 Comprises other property plant and equipment and non-current trade and other receivables

2 Maintenance capital expenditure is capital expenditure required to maintain and continue the operation of the existing

tower network and other Passive Infrastructure excluding capital investment in new Sites or growth initiatives

Revenue disaggregation

The Group generates revenue based on the different services it offers The Group earns the vast majority of its revenue based on long-term contracts with Vodafone and other Mobile Network Operators (ldquoMNOrdquo) on Macro Sites Macro Sites are the physical infrastructure either ground-based or located on the top of a building where communications equipment is placed to create a cell in a mobile network Macro Site revenue represents revenue earned from renting space and providing services to customers on Macro Sites Fees are charged on a per Site basis except in the case of certain Active Sharing Arrangements in Spain and Portugal pursuant to which Vodafone and the contracting MNO have agreed to apply a single portfolio fee to all Sites The Group also earns ancillary revenue providing Micro Sites and from providing energy and upgrade services to its customers Other rental revenue (DASSmall Cell) represents revenue earned from renting space and providing services to tenants on DASSmall Cell Sites Recharged capital expenditure revenue includes direct recharges to tenants of capital expenditure in connection with upgrades to existing Sites Recharged capital expenditure revenue is recognized over the term of the associated Vodafone MSA resulting in deferred income recognition euro15m of recharged capital expenditure revenue was generated during the 3 months ended December 31 2020 however upgrade revenue is expected to increase over time as the Vodafone MSAs have come into force

Revenue reported for the year includes revenue from contracts with customers comprising service revenue as well as other revenue items including energy revenue and other income items such as the infrastructure upgrade revenue Lease revenue is revenue recognized under IFRS 16 ldquoLeasesrdquo The table below disaggregates the Grouprsquos revenue into the various categories

F-19







December 2020

eurom eurom

Service revenue 519 1199

Other service revenue 47 99

Total revenue from contracts with customers 566 1298

Lease revenue 1507 3421

Other lease revenue 39 43

Total revenue 2112 4762

Split as 0

Macro site revenue 2013 4583

Other rental revenue 37 61

Energy and other revenue 47 99

Recharged capital expenditure 15 19

2112 4762

Included in total revenue are revenues which arose from sales to the Grouprsquos largest customer Vodafone Group

Plc (see note 8) No other single customers contributed 10 per cent or more to the Grouprsquos revenue in the 3

month or 9 month periods to 31 December 2020

The total future revenue from the Grouprsquos contracts with customers with performance obligations not satisfied

at 31 March 2020 is euro46760 million of which euro6339 million is expected to be recognised within the next year

with the remainder to be recognised in future years over the term of the customer agreements

3 Operating profit

Detailed below are the significant amounts recognised in arriving at operating profit


December 2020

Nine months ended 31

December 2020

eurom eurom

Net foreign exchange losses(gains) - -

Depreciation on lease-related right of use assets 496 1101

Depreciation on other property plant and equipment 221 509

Maintenance costs 101 206

Energy costs 45 111

F-20




4 Staff costs

The cost incurred in respect of employees (including Directors) was


December 2020


December 2020

eurom eurom

Wages and Salaries 56 103

Social security costs 07 13

Other pension costs 02 03

Share-based payments - 01

Total 65 120

5 Income taxes

Accounting policies

Income tax expense represents the sum of current and deferred taxes

Current tax payable or recoverable is based on taxable profit for the year Taxable profit differs from profit as reported in the income statement because some items of income or expense are taxable or deductible in different years or may never be taxable or deductible The Grouprsquos liability for current tax is calculated using tax rates and laws that have been enacted or substantively enacted by the reporting period date

The Group recognises provisions for uncertain tax positions when the Group has a present obligation as a result of a past event and management judge that it is probable that there will be a future outflow of economic benefits from the Group to settle the obligation Uncertain tax positions are assessed and measured on an issue by issue basis within the jurisdictions that we operate either using managementrsquos estimate of the most likely outcome where the issues are binary or the expected value approach where the issues have a range of possible outcomes The Group recognises interest on late paid taxes as part of financing costs and any penalties if applicable as part of the income tax expense

Deferred tax is the tax expected to be payable or recoverable in the future arising from temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit It is accounted for using the statement of financial position liability method Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that temporary differences or taxable profits will be available against which deductible temporary differences can be utilised

Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit

The carrying amount of deferred tax assets is reviewed at each reporting period date and adjusted to reflect changes in the Grouprsquos assessment that sufficient taxable profits will be available to allow all or part of the asset to be recovered

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on tax rates that have been enacted or substantively enacted by the reporting period date

Tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they either relate to income taxes levied by the same taxation authority on either the same taxable entity or on different taxable entities which intend to settle the current tax assets and liabilities on a net basis

F-21




5 Income taxes (continued)

Tax is charged or credited to the income statement except when it relates to items charged or credited to other comprehensive income or directly to equity in which case the tax is recognised in other comprehensive income or in equity

Income tax expense is recognised in each interim period based on the best estimate of the weighted average annual income tax rate expected for the full financial year



eurom eurom

Corporation income tax

Current year 93 277

Total current tax expense 93 277

Deferred tax on origination and reversal of temporary differences 93 247

Total deferred tax expense 93 247

Total income tax expense 186 524

A net deferred tax asset of euro245m was acquired by the Group as part of the transfers of the local market tower

businesses in this period Of the acquired euro245m net deferred tax asset euro449m relates to tax losses carried

forward in Vantage Germany The remaining acquired deferred tax balances which net to a deferred tax

liability of euro204m relates to temporary differences arising on fixed assets leases and provisions held by the

Group

The deferred tax charge mainly relates to the utilisation of tax losses in Germany

The German tower business was transferred to the Group on 25 May 2020 However for German tax purposes

this transfer applies retroactively from 30 September 2019 In the period to 25 May 2020 the business

generated tax losses as Vantage only generated third-party income On the date of migration of the business in

May Vantage and Vodafone concluded on their Tower rental agreements leading to an additional income

source A deferred tax asset has therefore been recognised on the losses generated to 25 May 2020 on the

basis that Vantage Germany is expected to generate sufficient future taxable income in the years ended 31

March 2021 and 2022 on which the losses can be utilised to offset for tax purposes

The Spanish towers business has unused tax losses of euro1876 million which are available to offset against the future profits of the business and do not expire The Spanish Towers business remains a member of Vodafones Spanish tax group at the balance sheet date and due to the early stage of the IPO process together with local tax law criteria it is uncertain whether the Spanish Towers business will leave the tax group in the near future Due to this together with the tax groups history of losses and the trading environment the spanish tax group operates in no deferred tax asset is recognised for these tax losses

6 Goodwill and intangible assets

Goodwill arising under the pooling of interests approach (see note 1) relates to goodwill previously held by the

Vodafone Group recorded at cost less accumulated impairment that relates to the Vantage businesses and

which has been allocated to the tower business cash generating units at the date of demerger for each entity

Goodwill is initially recognised at the Vodafone Group carrying value immediately prior to demerger of each

tower business and is subsequently measured at this value less any accumulated impairment losses Goodwill is

not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may be

required

F-22




6 Goodwill and intangible assets (continued)

On disposal of a subsidiary or a joint arrangement the attributable amount of goodwill is included in the

determination of the profit or loss recognised in the income statement on disposal

Goodwill Software Total

eurom eurom eurom

Cost

1 April 2020 100 - 100

Additions on combination of companies into the Group 30870 - 30870

30 September 2020 30970 - 30970


Additions - 34 34

Foreign exchange differences 39 - 39

31 December 2020 34429 34 34463

Accumulated impairment losses and amortisation

1 April 2020

Impairment charge - - -

30 September 2020 - - -

Impairment charge - -

Amortisation charge - - -

31 December 2020 - - -

Net book value

30 September 2020 30970 - 30970

31 December 2020 34429 34 34463

Impairment losses

Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication

that the asset may be impaired

For the purpose of impairment testing assets are grouped at the lowest levels for which there are separately

identifiable cash flows known as cash-generating units The determination of the Grouprsquos cash-generating

units is primarily based on the country where the Grouprsquos towers assets are located

If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit the

impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then

to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit

Impairment losses recognised for goodwill are not reversible in subsequent periods

F-23





The recoverable amount is the higher of fair value less costs of disposal and value in use In assessing value in

use the estimated future cash flows are discounted to their present value using a pre-tax discount rate that

reflects current market assessments of the time value of money and the risks specific to the asset for which the

estimates of future cash flows have not been adjusted Management prepares formal five year management

plans for the Grouprsquos cash-generating units which are the basis for the value in use calculations

The goodwill in the Group represents the excess of the cost of historical acquisitions by Vodafone over the fair

value of the acquired net assets which arose primarily due to synergies expected to be made at the time of

those acquisitions

As at 31 December 2020 the Grouprsquos goodwill is not required to be assessed for impairment through the

annual impairment test Management have not identified any impairment indicators that would require an

impairment test

The carrying value of goodwill at 31 December was as follows

Cash generating unit

31 December 2020

eurom

30 September 2020

eurom

Germany 25650 25650

Spain 100 100

Greece 2560 -

Other European Markets 6119 5220

Combined 34429 30970

See note 2 for details of the revenue and profit or loss of the cash generating units from the date of demerger

from Vodafone

7 Property plant and equipment

Accounting policies

Land and infrastructure assets held for use are stated in the statement of financial position at their cost which is made up of direct costs and costs in relation to asset retirement obligations less any subsequent accumulated depreciation and any accumulated impairment losses

Amounts for other assets are primarily made up of towers and other infrastructure assets such as electricity substations and cables It also includes fixtures and fittings and IT hardware and software These are all stated at cost less accumulated depreciation and any accumulated impairment losses

Depreciation is charged so as to write off the cost of assets other than land using the straight-line method over their estimated useful lives as follows

F-24




7 Property plant and equipment (continued)

Land and buildings

- Freehold buildings 25 ndash 50 years - Leasehold premises The term of the lease

Other

- Towers 25 years - Other infrastructure assets 4 ndash 8 years - Other 1 ndash 8 years

Depreciation is not provided on freehold land

Right-of-use assets arising from the Grouprsquos lease arrangements are depreciated over their reasonably certain lease term as determined under the Grouprsquos leases policy (see note 11ldquoLeasesrdquo and ldquoCritical accounting judgements and key sources of estimation uncertaintyrdquo in note 1 for details) unless the useful life of the right-of-use asset is shorter than reasonably certain lease term in which case are depreciated over the assetrsquos useful life

The gain or loss arising on the disposal retirement or granting of a lease on an item of property plant and equipment is determined as the difference between any proceeds from sale or receivables arising on a lease and the carrying amount of the asset and is recognised in the income statement

At each reporting period date the Group reviews the carrying amounts of its property plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss If any such indication exists the recoverable amount of the asset is estimated in order to determine the extent if any of the impairment loss Where it is not possible to estimate the recoverable amount of an individual asset the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs

If the recoverable amount of an asset or cash-generating unit is estimated to be less than its carrying amount the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount and an impairment loss is recognised immediately in the income statement

Where there has been a change in the estimates used to determine recoverable amount and an impairment loss subsequently reverses the carrying amount of the asset or cash-generating unit is increased to the revised estimate of its recoverable amount not to exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset or cash-generating unit in prior years and an impairment loss reversal is recognised immediately in the income statement

F-25





Land and buildings Other Total

eurom eurom eurom

Cost

1 April 2020 - 812 812

Additions on combination of companies into the Group

222 3881 4103

Additions - 813 813

Changes in estimates of asset retirement obligations (see note 12)

- 437 437

Disposals - - -

Foreign exchange differences - (06) (06)

30 September 2020 222 5937 6159


69 833 902

Arising on acquisition (note 16) 737 198 935

Transfers from related parties - 71 71

Additions 03 317 320


- 60 60

Disposals - - -

Foreign exchange differences - 14 14

31 December 2020 1031 7430 8461

Accumulated depreciation and impairment

1 April 2020 - - -

Charge for the period - 288 288

Disposals - - -

Foreign exchange differences - - -

30 September 2020 - 288 288


Disposals - - -


30 December 2020 - 509 509

Net book value

30 September 2020 222 5649 5871

31 December 2020 1031 6921 7952

F-26





Included in the net book value of infrastructure assets are assets in the course of construction which are not depreciated with a cost of euro744 million Also included in the book value of other assets are tower and infrastructure assets leased out by the Group under operating leases with a cost of euro7403 million accumulated depreciation of euro1318 million and net book value of euro6086 million The book value of right-of use assets disclosed below are leased out by the Group under operating leases

Right-of-use assets arising from the Grouprsquos lease arrangements are recorded within property plant and equipment

31 December 2020

eurom 30 September 2020

eurom

Other property plant and equipment 7952 5871

Lease-related right-of-use assets1 20518 15608

31 December 2020 28470 21479

1 Additions of euro1326million and a depreciation charge of euro496 million were recorded in respect of right-of-use assets during the 3 month period to 31 December 2020

At 31 December 2020 no indications of impairment were identified in relation to the property plant and equipment

8 Related party transactions

The Group has a number of related parties including Vodafone Group Plc companies outside the Group

Directors and Supervisory Board members

Transactions with related parties

Related party transactions with Vodafone Group companies primarily comprise the formation of the Group

(see note 1) revenue for the lease of space on tower infrastructure assets and related services and recharges

for services provided by them to the Group No related party transactions have been entered into during the

year which might reasonably affect any decisions made by the users of these combined financial statements

except as disclosed below

During the year Group entities entered into the following transactions with related parties who are not

members of the Group

Revenue Purchase of services


eurom eurom

Vodafone Group Plc - -

Subsidiaries of Vodafone Group Plc 1865 18



eurom eurom



F-27




8 Related party transactions (continued)

The following amounts were outstanding at the reporting date

Receivables due from related

parties

Payables due to related

parties


parties


parties


eurom eurom eurom eurom

Vodafone Group Plc - - - -

Subsidiaries of Vodafone Group Plc 11274 (28284) 3920 (2748)

Included within the amounts outstanding at the reporting date is a net euro16784m payable in relation to the

Grouprsquos cash management activities with subsidiaries of Vodafone Group Plc This consists of the following

amounts


eurom eurom

Receivables due from subsidiaries of Vodafone Group Plc

Thereof Cash deposits held with related parties 9239 1147

Payables due to subsidiaries of Vodafone Group Plc

Thereof Short term borrowings from related parties (24072) (65)

Thereof Long term borrowings from related parties (1951) (1043)

(26023) (1108)

Net (payable)receivables due (to)from subsidiaries of Vodafone Group Plc in relation to the Grouprsquos cash management activities (16784) 39

On 20 November 2020 the Company entered into a euro30bn loan facility agreement with Vodafone Investments

Luxembourg Sagraverl (ldquoVILrdquo) On 17 December 2020 the Company drew a loan of euro23bn from this facility The

loan has a termination date of 1 December 2021 and interest is charged on the drawn down amount equal to

EURIBOR + 105 The Company has the unilateral right to extend the loan facility until 1 December 2022

however this is classified as a short term loan due to the current intention of management to refinance within

12 months of the balance sheet date

During the period other property plant and equipment of euro71m and intangible assets of euro28m were

transferred to the Group from subsidiaries of Vodafone Group Plc representing the cost of those assets at the

date of transfer

Interest expense of euro24m was incurred on the long term borrowings from related parties

The Grouprsquos receivables and payables due from as well as to related parties are financial assets and financial liabilities recorded at amortised cost The receivables due from related parties is measured after allowances for future expected credit losses see note 14 ldquoCapital and financial risk managementrdquo for more information on credit risk

Receivables due from related parties are unsecured have no fixed date of repayment and are repayable on demand

F-28





Key management compensation

Aggregate compensation for key management being the Directors and members of the Executive Committee was as follows



eurom

Short-term employee benefits 05 11

Share-based payments 07 15

12 26

Compensation for key management was paid by members of the Group and subsidiaries of Vodafone Group Plc

9 Trade and other receivables

Accounting policies

Trade receivables represent amounts owed by customers where the right to payment is conditional only on the passage of time All trade receivables and receivables due from related parties are recorded at amortised cost

The Grouprsquos trade receivables and receivables due from related parties are classified at amortised cost unless stated otherwise The carrying value of all trade receivables and receivables due from related parties recorded at amortised cost is reduced by allowances for lifetime estimated credit losses see note 14 ldquoCapital and financial risk managementrdquo for more information on credit risk Estimated future credit losses are first recorded on the initial recognition of a receivable and are based on the ageing of the receivable balances historical experience and forward looking considerations Individual balances are written off when management deems them not to be collectible

eurom eurom


Included in non-current assets

Accrued Income 15 15

Other receivables 48 -

Prepayments 29 23

92 38

Included in current assets

Trade receivables 181 163


Prepayments 59 13

Tax receivables 36 28

Other receivables 37 80

414 372

F-29




9 Trade and other receivables (continued)

Trade and other receivables are financial assets with the exception of prepayments which is expected to be settled by receiving goods and services in the future

The carrying amounts of trade and other receivables which are measured at amortised cost approximate their fair value and are predominantly non-interest bearing

10 Trade and other payables

Accounting policies

Trade payables are not interest-bearing and are stated at their nominal value They are accounted for as amortised cost unless otherwise stated and are all financial liabilities with the exception of deferred income which is expected to be settled by provision of services in the future

eurom eurom

31 December 2020 At 30 September 2020

Included in non-current liabilities

Accruals 02 -

Deferred Income 27 47

29 47

Included in current liabilities

Trade payables 331 171

Accruals 861 756

Deferred income 143 184

Other taxation and social security

201 218

Other payables 60 79

1596 1408

The carrying amounts of trade and other payables approximate their fair value

11 Leases

Accounting policies

As a lessee

When the Group leases an asset a lsquoright-of-use assetrsquo is recognised for the leased item and a lease liability is recognised for any lease payments to be paid over the lease term at the lease commencement date The right-of-use asset is initially measured at cost being the present value of the lease payments paid or payable plus any initial direct costs incurred in entering the lease and less any lease incentives received

Right-of-use assets are depreciated on a straight-line basis from the commencement date to the end of the reasonably certain lease term unless the useful life of the right-of-use asset is shorter than reasonable certain lease term in which case are depreciated over the assetrsquos useful life The lease term is the non-cancellable period of the lease plus any periods for which the Group is lsquoreasonably certainrsquo to exercise any extension options (see below) The useful life of the asset is determined in a manner consistent to that for other property plant and equipment (as described in note 7) If right-of-use assets are considered to be impaired the carrying value is reduced accordingly

F-30




11 Leases (continued)

Lease liabilities are initially measured at the value of the lease payments over the lease term that are not paid at the commencement date and are usually discounted using the incremental borrowing rates of the applicable Group entity (the rate implicit in the lease is used if it is readily determinable) Lease payments included in the lease liability include both fixed payments and in-substance fixed payments during the term of the lease

After initial recognition the lease liability is recorded at amortised cost using the effective interest method It is remeasured when there is a change in future lease payments arising from a change in an index or rate (eg an inflation related increase) or if the Grouprsquos assessment of the lease term changes any changes in the lease liability as a result of these changes also results in a corresponding change in the recorded lease-related right of use asset

As a lessor

Where the Group is a lessor it determines at inception whether the lease is a finance or an operating lease When a lease transfers substantially all the risks and rewards of ownership of the underlying asset then the lease is a finance lease otherwise the lease is an operating lease

Where the Group is an intermediate lessor the interests in the head lease and the sub-lease are accounted for separately and the lease classification of a sub-lease is determined by reference to the right-of-use asset arising from the head lease

Income from operating leases is recognised on a straight-line basis over the lease term Income from finance leases is recognised at lease commencement with interest income recognised over the lease term

Lease income is recognised as revenue for transactions that are part of the Grouprsquos ordinary activities (primarily leases over the utilization of infrastructure assets) The Group uses IFRS 15 principles to allocate the consideration in contracts between any lease and non-lease components

The Grouprsquos leasing activities

As a lessee

The Group leases ground and rooftop sites on which to construct and operate passive infrastructure for mobile base stations

The Grouprsquos general approach to determining lease term is described under critical accounting judgements and key sources of estimation uncertainty in note 1

Most of the Grouprsquos leases include future price increases through fixed percentage increases indexation to inflation measures on a periodic basis or rent review clauses Other than fixed percentage increases the lease liability does not reflect the impact of these future increases unless the measurement date has passed The Grouprsquos leases contain no material variable payments clauses

Lease periods

Where practicable the Group seeks to include extension or break options in leases to provide operational flexibility therefore many of the Grouprsquos lease contracts contain optional periods The Grouprsquos policy on assessing and reassessing whether it is reasonably certain that the optional period will be included in the lease term is described under critical accounting judgements and key sources of estimation uncertainty in note 1

After initial recognition of a lease the Group only reassesses the lease term when there is a significant event or a significant change in circumstances which was not anticipated at the time of the previous assessment Significant events or significant changes in circumstances could include merger and acquisition or similar activity significant expenditure on the leased asset not anticipated in the previous assessment or detailed management plans indicating a different conclusion on optional periods to the previous assessment Where a significant event or significant change in circumstances does not occur the lease term and therefore lease liability and right-of-use asset value will decline over time

F-31





The Grouprsquos cash outflow for leases in the three months ended 31 December 2020 was euro509 million (9 months ended 31 December euro852m) and absent significant future changes in the volume of the Grouprsquos activities or strategic changes to use more or fewer other property plant and equipment this level of cash outflow from leases would be expected to continue for future periods subject to contractual price increases The future cash flows included within lease liabilities are shown in the maturity analysis below The maturity analysis only includes the reasonably certain payments to be made cash outflows in these future periods will likely exceed these amounts as payments will be made on optional periods not considered reasonably certain at present and on new leases entered into in future periods

Management have assessed that the signing of new Master Service Agreements during the period were a significant trigger event for reassessment in line with its accounting policy and therefore amounts recognised in the primary financial statements in relation to lessee transactions are as follows

Right-of-use assets

The carrying value of the Grouprsquos right-of-use assets depreciation charge for the year and additions during the year are disclosed in note 7 ldquoProperty plant and equipmentrdquo

Lease liabilities

The Grouprsquos lease liabilities are disclosed below The maturity profile of the Grouprsquos lease liabilities is as follows

31 December 2020

30 September 2020

eurom eurom

Within one year 2831 1633

In more than one year but less than two years 2742 1910

In more than two years but less than five years 7339 5586

In more than five years 10830 9001

Effect of discounting (3251) (2752)

Lease liability 20491 15378

Analysed as

Non-current 17861 14656

Current 2630 722

Amounts recognised in the income statement is as follows



eurom


Interest expense on lease liabilities 135 323

Expense relating to variable lease payments not included in the measurement of the lease liability

- -

Income from sub-leasing right of use assets 1546 3464

F-32





The Group has no material liabilities under residual value guarantees and makes no material payments for variable payments not included in the lease liability

As a lessor

The Grouprsquos lessor activities are with telecommunication companies leasing out space on the Grouprsquos other infrastructure property plant and equipment assets

Lessor transactions are classified as operating or finance leases based on whether the lease transfers substantially all of the risks and rewards incidental to ownership of the asset Leases are individually assessed generally the Grouprsquos lessor transactions are classified as operating leases

The Grouprsquos income as a lessor in the year is disclosed in note 2 ldquoRevenue disaggregation and segmental analysisrdquo

The committed amounts to be received from the Grouprsquos operating leases excluding impacts of inflation are as follows

Within one year

In more than one year but less than two years

In more than two years but less than three years

In more than three years but less than four years

In more than four years but less than five years

In more than five years Total

eurom eurom eurom eurom eurom eurom eurom

Committed lease income due to the Group as a lessor 6339 6153 6061 6014 5958 16235 46760

The Group has no material lease income arising from variable lease payments

12 Provisions

A provision is a liability recorded in the statement of financial position where there is uncertainty over the

timing or amount that will be paid and is therefore often estimated The main provisions held by the Group are

in relation to asset retirement obligations which include the cost of returning network infrastructure sites to

their original condition at the end of the lease

Accounting policies

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past

event it is probable that the Group will be required to settle that obligation and a reliable estimate can be

made of the amount of the obligation Provisions are measured at the Directorsrsquo best estimate of the

expenditure required to settle the obligation at the reporting date and are discounted to present value where

the effect is material Where the timing of settlement is uncertain amounts are classified as non-current where

settlement is expected more than 12 months from the reporting date

Asset retirement obligations

In the course of the Grouprsquos activities a number of sites and other assets are utilised which are expected to

have costs associated with decommissioning The associated estimated cash outflows are substantially

expected to occur at the dates of decommissioning of the assets to which they relate and are long term in

nature The discount rate applied to calculate the net present value of the cash outflows relating to asset

retirement obligation is based on the risk free rate

Other provisions

Other provisions comprise various amounts including those for restructuring costs The associated cash

outflows for restructuring costs are primarily less than one year

F-33




12 Provisions (continued)

Asset retirement obligations Other Total

eurom eurom eurom

1 April 2020 246 02 248

Additions on combination of companies into the Group 2243 57 2300

Additions 324 - 324

Amounts charged to income statement - - -

Utilised in the year ndash payments (13) (04) (17)

Unwinding of discounting - - -

Effects of foreign exchange (03) - (03)

30 September 2020 2797 55 2852



Additions 32 - 32

Amounts charged to income statement 09 - 09


Adjustments to discount rate 60 - 60


Effects of foreign exchange 05 - 05

31 December 2020 3200 56 3256

Current liabilities 116 52 168

Non-current liabilities 3084 04 3088

3200 56 3256

F-34




13 Reconciliation of net cash flow from operating activities Three months ended

31 December Nine months

ended 31 December

2020 2020

eurom eurom


Income tax expense 186 524

Interest on lease liabilities 135 323

Other finance costs 28 31

Other expenses 246 254

Share of results of equity accounted joint ventures (20) (20)


Adjustments for

Share-based payments and other non-cash charges 16 17

Depreciation of other property plant and equipment 221 509

Depreciation of lease-related right of use assets 496 1101

Decrease(increase) in trade receivables from related parties 818 (1279)

Increase in trade payables to related parties 249 1259

Increase in trade and other receivables (73) (162)

Increase(decrease) in trade and other payables 19 (87)

Cash generated by operations 2822 3854

Net tax paid (58) (58)

Net cash flow from operating activities 2764 3796

14 Capital and financial risk management

This note details the treasury management and financial risk management objectives and policies as well as the exposure and sensitivity of the Group to credit liquidity interest and foreign exchange risk and the policies in place to monitor and manage these risks

Accounting policies

Financial instruments

Financial assets and financial liabilities in respect of financial instruments are recognised in the Grouprsquos statement of financial position when the Group becomes a party to the contractual provisions of the instrument

Financial liabilities and equity instruments

Financial liabilities and equity instruments issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument An equity instrument is any contract that provides a residual interest in the assets of the Group after deducting all of its liabilities and includes no obligation to deliver cash or other financial assets

F-35




14 Capital and financial risk management (continued)

Capital management

The Grouprsquos policy is to borrow using a mixture of long-term and short-term capital market issues and borrowing facilities to meet anticipated funding requirements These borrowings together with cash generated from operations are loaned internally or contributed as equity to certain subsidiaries

Financial risk management

The Grouprsquos treasury function centrally manages the Grouprsquos funding requirement net foreign exchange exposure interest rate management exposures and counterparty risk in accordance with the framework of policies and guidelines as approved by the Supervisory Management Board The Grouprsquos accounting function which does not report to the Group Treasury Director provides regular update reports of treasury activity to the Supervisory Board

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a financial loss for the Group The Group is exposed to credit risk from its operating activities and from its financing activities the Group considers its maximum exposure to credit risk at 31 December to be cash and cash equivalents and trade receivables and receivables due from related parties as disclosed in the statement of financial position and note 9 ldquoTrade and other receivablesrdquo

Expected credit loss

The Group has financial assets classified and measured at amortised cost that are subject to the expected credit loss model requirements of IFRS 9 Cash at bank and in hand and trade and other receivables are classified and measured at amortised cost and subject to these impairment requirements However the identified expected credit loss is considered to be immaterial at 31 December 2020

Amounts owed by subsidiaries are unsecured have no fixed date of repayment and are repayable on demand with sufficient liquidity in the Group to flow funds if required Therefore expected credit losses are considered to be immaterial

Operating activities

Expected credit losses are measured using historical cash collection data for periods of at least 24 months wherever possible and grouped into various customer segments based on product or customer type The historical loss rates are adjusted where macroeconomic factors for example changes in interest rates or unemployment rates or other commercial factors are expected to have a significant impact when determining future expected credit loss rates For trade receivables the expected credit loss provision is calculated using a provision matrix in which the provision increases as balances age and for receivables paid in instalments a weighted loss rate is calculated to reflect the period over which the amounts become due for payment by the customer Trade receivables and contract assets are written off when each business unit determines there to be no reasonable expectation of recovery and enforcement activity has ceased

Expected credit losses are presented within operating profit and subsequent recoveries of amounts previously written off are credited against the same line item

Liquidity risk

Liquidity is reviewed on at least a 12 month rolling basis and stress tested on the assumption that any liabilities outstanding mature and are not extended The Group manages liquidity risk by maintaining a varied maturity profile with a target average life of debt of at least 4 years and limits on the level of debt maturity in any one calendar year therefore minimising refinancing risk

F-36





Market risk

Interest rate management

Other than for short term working capital and where it is envisaged loan debt shall be repaid prior to maturity the Grouprsquos policy is to maintain interest rates on indebtedness on a fixed rate basis

Foreign exchange management

The Group predominantly maintains the currency of debt and interest charges in Euros and has a policy to hedge external foreign exchange risks on transactions denominated in other currencies above a certain de minimis level

Acquisition risks

The Grouprsquos strategy includes the aim to strengthen and expand its operations through acquisitions This strategy of growth exposes the Group to operational challenges and risks as well as the acquisition of liabilities or other claims from acquired businesses

COVID-19

The COVID-19 pandemic has brought some disruption to our business suppliers and customers However the situation across the Group and direction has been coordinated through a robust centralised Crisis Management process which is based on and supported by the established COVID-19 response services of Vodafone Risk areas include Health amp Safety risk management maintaining vital network coverage and services and ensuring our Customer Service teams are able to work and support our customers

The demand for services offered by the Group has not been diminished by COVID-19 As the Group is mainly an infrastructure led business it has not been adversely impacted by the restrictions caused by the pandemic with customer activity remaining in line with expectations since the period end Appropriate changes in processes systems and security requirements were implemented to enable all operational activities to move to remote working models with no disruption to the service provided These are sustainable models as they have not had a detrimental impact on customer relations The business is not significantly reliant on customers and suppliers outside of the Vodafone Group companies The COVID-19 impact on the Group is minimal There is no adverse impact anticipated to future plans for the business as a consequence of COVID-19 therefore we consider the current forecast to remain appropriate

There are no indicators as a result of COVID-19 that would lead to concern over the recoverability of the Trade and other receivables or the deferred tax asset

15 Investments in joint ventures

The Group holds an interest in a joint venture in Italy that it shares control with one or more third parties

Accounting policies

A joint arrangement is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control that is when the relevant activities that significantly affect the investeersquos returns require the unanimous consent of the parties sharing control Joint arrangements are either joint operations or joint ventures

Gains or losses resulting from the contribution or sale of a subsidiary as part of the formation of a joint arrangement are recognised in respect of the Grouprsquos entire equity holding in the subsidiary

F-37




15 Investments in joint ventures (continued)

Joint ventures

A joint venture is a joint arrangement whereby the parties that have joint control have the rights to the net assets of the arrangement

At the date of acquisition any excess of the cost of acquisition over the Grouprsquos share of the net fair value of the identifiable assets liabilities and contingent liabilities of the joint venture is recognised as goodwill The goodwill is included within the carrying amount of the investment

The results and assets and liabilities of joint ventures are incorporated in the consolidated financial statements using the equity method of accounting Under the equity method investments in joint ventures are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Grouprsquos share of the net assets of the joint venture less any impairment in the value of the investment The Grouprsquos share of post-tax profits or losses are recognised in the consolidated income statement Losses of a joint venture in excess of the Grouprsquos interest in that joint venture are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture

The financial and operating activities of the Grouprsquos joint venture is jointly controlled by the participating shareholders The participating shareholders have rights to the net assets of the joint ventures through their equity shareholdings Unless otherwise stated the Companyrsquos joint venture has share capital consisting solely of ordinary shares and are all indirectly held The country of incorporation or registration of all joint ventures is also their principal place of operation

Principle activity Country of incorporation

or registration Percentage

shareholdings

Infrastructture Wireless Italiane (INWIT) SpA Network infrastructure Italy 332

Summarised financial information for the Grouprsquos joint venture on a 100 ownership basis is set out below

The shareholding in INWIT was transferred to the Group on 19 November 2020 The cost of investment recognised in the statement of financial position represents the net asset value of euro29166m at that date with the Group being entitled to a share of its net income from 19 November 2020 until the period end of 31 December 2020

Information in relation to the 3 month period to 31 December 2020 has not been released at the date of approval of these financial statements and as such is market sensitive for INWIT Therefore reported results for INWIT for the 3 months ended 30 September 2020 being the most recently available publically information has been used with adjustments being made for the effects of any significant events or transactions occurring between the accounting period ends

In addition following the merger between INWIT and Vodafone Towers Italy and the subsequent acquisition of shares in INWIT a purchase price allocation exercise was performed in accordance with IFRS 3 which resulted in inter alia a step up in PPE and intangible asset values and a corresponding increase in depreciation and amortisation charges The resulting additional expenses from the purchase price allocation and the associated tax effect are included within the reported results for INWIT for the 3 months ended 30 September 2020

F-38





Income statement ndash 3 months ended 31 December 2020 eurom

Revenue 870

Operating expenses (64)

Operating profit or loss before amortization depreciation capital gains(losses) and reversals (write-downs) of non-current assets (EBITDA)

806

Amortization depreciation capital gains(losses) on disposals and write-downs of non-current assets (621)

Operating profit (EBIT) 185

Finance income -

Finance expense (96)

Profit before taxation 89

Taxation (29)

Profit for the period 60

Statement of financial position ndash at 31 December 2020 eurom

Non-current assets 14463

Current assets 317

Total assets 14780

Equity shareholdersrsquo funds 8787

Non-current liabilities 4896

Current liabilities 1098

Total equity and liabilities 14780

Reconciliation of summarised financial information

The reconciliation of summarised financial information presented to the carrying amount of our interest in joint ventures is set out below

3 months ended 31 December 2020 eurom

Equity shareholder funds 8787

Investment in joint venture 2919

Carrying value 2919


Share of profit 20

Share of profit 20

F-39




16 Acquisitions

This note provides details of the acquisitions during the period as well as those in the prior period

Acquisition of Vantage Towers Greece

On July 24 2020 Vodafone Europe BV (ldquoVEBVrdquo) entered into an agreement with Crystal Almond Sagraverl

(ldquoCrystal Almondrdquo) the controlling shareholder of Wind Hellas Telecommunications SA (ldquoWind Hellasrdquo) for

Vodafone-Panafon Hellenic Telecommunications Company SA (ldquoVodafone Greecerdquo) and Wind Hellas to

partially demerge and subsequently contribute their tower businesses into Vantage Towers Greece a jointly

owned entity controlled by VEBV

Vodafone Greece transferred its Passive Infrastructure business to Vodafone Greece Towers SA (ldquoVodafone

Greek TowerCordquo) by way of a notarial deed dated November 6 2020 with legal effect from November 17

2020 In exchange for the transfer of the assets and liabilities of Vodafone Greece to Vodafone Greek TowerCo

Vodafone Greecersquos shareholders received a pro rata issuance of shares in Vodafone Greek TowerCo Wind

Hellas transferred its Passive Infrastructure business to Crystal Almond Towers Single Member SA (ldquoWind

Hellas Greek TowerCordquo) by way of a notarial deed dated November 6 2020 with legal effect from November

17 2020 In exchange for the transfer of assets and liabilities of Wind Hellas to Wind Hellas Greek TowerCo

Crystal Almond was issued all of the shares in Wind Hellas Greek TowerCo

On December 18 2020 Vantage Towers Greece was incorporated On December 21 2020 VEBV and Crystal

Almond contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo respectively

to Vantage Towers Greece Following the contribution VEBV and Crystal Almond were issued 62 and 38

shareholdings in Vantage Towers Greece respectively

On December 22 2020 VEBV transferred its shares in Vantage Towers Greece to CTHC and VEBV CTHC

Vantage Towers Greece and Crystal Almond entered into a deed of novation pursuant to which VEBV assigned

to CTHC a call option (the ldquoVantage Towers Greece Call Optionrdquo) to acquire the remaining 38 of Vantage

Towers Greece from Crystal Almond

Vodafone Greek TowerCo is included in the combined financial statements using pooling of interest method

Wind Hellas Greek TowerCo was acquired in a business combination using the acquisition method in line with

IFRS 3

The primary reason for the business combination was to acquire a fully integrated nationwide network in

Greece that is underpinned by secure long-term contractual arrangements with a high-quality customer base

Consideration paid was 38 of the equity interest in Vodafone Towers Greece (with a fair value of euro178m) plus

cash of euro25m The fair value of the equity interest was measured by calculating its enterprise value of

Vodafone Towers Greece by reference to its discounted cash flows The amount of the non-controlling interest

recognised at the acquisition date was euro551m measured as a share of net assets

As the acquisition occurred on 22 December 2020 the table below sets out the provisional accounting for the

transaction as a full purchase price allocation has yet to be completed These provisional values will be

adjusted in the Grouprsquos next set of financial statements

F-40




16 Acquisitions (continued)

Fair value

eurom

Net liabilities acquired


Current assets -

Non-current liabilities (1030)

Current liabilities (130)

Net identified liabilities acquired (120)

Goodwill 2150

Total consideration 2030

From the date of acquisition to 31 December the acquired entity contributed nil towards the revenue and

profit before tax of the Group If the acquisition had taken place at the beginning of the financial year revenue

would have been euro946m and the profit before tax would have been euro293m

17 Contingent liabilities

Contingent liabilities are potential future cash outflows where the likelihood of payment is considered more

than remote but is not considered probable or cannot be measured reliably The Group does not have any

contingent liabilities required to be disclosed

18 Events after the reporting period

Capitalisation of the Company

On January 7 2021 the shareholdersrsquo meeting of the Company resolved to increase the share capital from euro464504358 by euro41277907 to euro505782265 by issuing 41277907 new shares in the Company (the ldquoThird Capital Increaserdquo) The Third Capital Increase was carried out by the payment of euro41277907 in cash by Vodafone Germany to the Company (the ldquoThird Capital Increase Paymentrdquo) As consideration Vodafone Germany received 41277907 new shares in the Company The consummation of the Third Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Duumlsseldorf Germany on January 14 2021 In connection with the Third Capital Increase Vodafone Germany made a ldquofurther additional paymentrdquo to the Company lsquos capital reserves pursuant to section 272 para 2 no 4 HGB (so-called share premium (schuldrechtliches Agio)) in the amount of euro1171832493 (the ldquoThird Capital Contributionrdquo)

Reorganisation

Effective on January 14 2021 Vodafone Group Plc completed the process by which Vantage Towers was established Prior to that date Vodafone Europe BV (ldquoVEBVrdquo) an indirect 100 subsidiary of Vodafone Group Plc held all of the share capital of Central Tower Holding Company BV (ldquoCTHCrdquo) Vantage Towers Ireland Vantage Towers Portugal Vantage Towers Czechia Republic Vantage Towers Hungary and Vantage Towers Spain VEBV held 9999 of all shares in Vantage Towers Romania 332 of all shares in INWIT and 62 of all shares in Vantage Towers Greece Vodafone Ltd (ldquoVodafone UKrdquo) held 50 of all shares in Cornerstone VEBV contributed all of the shares in Vantage Towers Ireland Vantage Towers Portugal Vantage Towers Czechia Republic Vantage Towers Hungary Vantage Towers Spain Vantage Towers Romania 62 of the shares in Vantage Towers Greece and INWIT to CTHC CTHC acquired all of the shares in Cornerstone held by Vodafone UK

F-41




18 Events after the reporting period (continued)

Acquisition of Cornerstone by CTHC

On January 14 2021 CTHC acquired Vodafone UKrsquos 50 shareholding in Cornerstone by way of a share purchase agreement dated January 6 2021 This will be accounted for going forwards using the pooling of interests method

Change of legal Form of the Company

On January 18 2021 the Companyrsquos shareholdersrsquo meeting resolved to change the Companyrsquos legal form from a German limited liability company (Gesellschaft mit beschraumlnkter Haftung) into a German stock corporation (Aktiengesellschaft) under the legal name ldquoVantage Towers AGrdquo pursuant to the German Transformation Act (Umwandlungsgesetz) The changes in legal form and legal name were registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Duumlsseldorf Germany on January 26 2021

F-42

Audited Six-Month Condensed Combined Interim Financial Statements of the Group

prepared in accordance with IFRS on interim financial reporting (IAS 34) as of and for

the six months ended September 30 2020

F-43


Condensed combined interim financial statements for the six months ended 30 September 2020

1


Six months ended 30 September

2020

Note eurom


Revenue 2 2650

Maintenance costs (105)

Staff costs 4 (55)

Other operating expenses (177)

Depreciation on lease-related right of use assets 7 (605)

Depreciation on other property plant and equipment 7 (288)


Interest on lease liabilities 11 (188)

Other finance costs (03)

Other expenses (08)

Profit before tax 1221

Income tax expense 5 (338)


Condensed Combined Statement of Comprehensive Income Six months ended 30

September

2020

Note eurom


Foreign exchange translation differences net of tax (08)


Net actuarial losses on defined benefit pension schemes net of tax (04)

Total items that will not be reclassified to the income statement in subsequent years (04)

Other comprehensive expense for the period net of income tax (12)

Total comprehensive income for the period 871

F-44



2


30 September 2020

Note eurom

Non-current assets

Goodwill 6 30970

Property plant and equipment 7 21479

Deferred tax assets 5 246

Trade and other receivables 9 38

52733

Current assets

Receivables due from related parties 8 3920


Cash and cash equivalents 31

4323

Total Assets 57056

Equity

Net investment of parent 34420

Total Equity 34420


Lease liabilities 11 14656

Provisions 12 2747

Post employment benefits 04

Deferred tax liabilities 5 03

Payables due to related parties 8 1043

Trade and other payables 10 47

18500

Current liabilities


Current income tax liabilities 5 196

Provisions 12 105



4136

Total liabilities 22636


The financial statements were approved by the board of Directors and authorised for issue on 31 January 2021 They were signed on its

behalf by

Vivek Badrinath Chief Executive Officer

Thomas Reisten Chief Financial Officer

Christian Sommer General Counsel

F-45



3


Net investment of

parent

eurom

1 April 2020 525

Shareholder contribution by way of transfer of companies into the Group 33024

Profit for the period thinsp 883

Other comprehensive income for the period (12)


30 September 2020 34420

Vantage Towers AG and Vantage Towers SLU (ldquoVantage Towers Spainrdquo) are both included in the opening balance at 31 March01 April

2020 Vantage Towers AG had total assets and equity each of euro25000 at 31 March1 April 2020 Vantage Towers Spain which demerged

on 18 March 2020 had total assets of euro5548m total liabilities of euro5023 and equity of euro525m at 31 March1 April 2020

F-46



4


Six months ended

30 September

2020

Note eurom

Net cash from operating activities 13 1032


Purchases of property plant and equipment (389)

Net cash used in investing activities (389)


Net movements in cash management activities with related parties (269)

Repayment of lease liabilities including interest (343)

Net cash used in financing activities (612)

Net increase in cash and cash equivalents 31

Cash and cash equivalents at beginning of period -

Additions on combination of companies into the Group -

Cash and cash equivalents at end of period 31

F-47



For the six months ended 30 September 2020

5



Vantage Towers AG (the ldquoCompanyrdquo) (formerly from 16 July 2020 until 26 January 2021 Vantage Towers

GmbH Duumlsseldorf Germany and from 5 December 2019 until 15 July 2020 Vodafone Towers Germany

GmbH Duumlsseldorf Germany) is incorporated and domiciled in Germany (registered with Duumlsseldorf Local

Court under HRB no 85940) The registered address of the Company is Prinzenallee 11-13 40549

DuumlsseldorfGermany The Company is ultimately controlled by Vodafone Group Plc (ldquoVodafonerdquo) a company

incorporated and domiciled in England and Wales with a registered address of Vodafone House The


The condensed combined interim financial statements for the six months ended 30 September 2020


(ldquoIAS 34rdquo) as issued by the International Accounting Standards Board and as adopted by the

European Union



accordance with International Financial Reporting Standards as issued by the International

Accounting Standards Board and as adopted by the European Union (ldquoIFRSrdquo) and



SA (domiciled in Lisbon Portugal) and Vantage Towers sro (domiciled in Prague Czech Republic)

(together the ldquoGrouprdquo) on the basis set out below



separate its European tower infrastructure assets in Germany Spain Portugal the Czech Republic Hungary

Romania Greece Ireland its 50 ownership interest in Cornerstone Telecommunications Infrastructure

Limited (ldquoCornerstonerdquo) and its 332 ownership interest in Infrastrutture Wireless Italiane SpA (ldquoINWITrdquo)

into a new stand-alone tower infrastructure business being the Vantage Towers Group

In order to achieve separation of these tower infrastructure assets the tower infrastructure assets in each

local market were grouped into a business unit within the Vodafone operating company in that market and

then carved out of the operating company into a separate legal entity controlled by Vodafone either by way of

a hive-down a demerger or otherwise Following this separation the various legal entities are in the process

of reorganisation under the Company to form the Group



financial statements for the year end to ensure consistency of reporting in accordance with International

Financial Reporting Standards as adopted by the EU








F-48




6



As the single transaction comprises the combination of the separate European tower businesses this meets

the definition of a business combination However as the transaction is under common control the

accounting does not fall in scope of any existing IFRSs Consequently in accordance with International

Accounting Standards 8 ldquoAccounting Policies Changes in Accounting Estimates and Errorsrdquo (ldquoIAS 8rdquo) the

Directors must employ judgement to develop and apply an appropriate accounting policy


European tower assets that make up the Vantage Towers Group by applying the pooling of interests method

based on historical carrying values as though the current structure had always been in place a method of

accounting for business combinations These historical carrying values are determined by reference to the

book values recorded under the Vodafone Group accounting policies immediately preceding the transaction in

accordance with the pooling of interests approach In applying the pooling of interests method the Directors

have considered the requirements of IFRS 10 which in the absence of specific IFRS guidance is considered to

be analogous and relevant for the purposes of accounting for the combination






September 2020 the Directors are required to apply judgement given that the Group is only part way through


continuity with the basis of preparation for year end financial statements Whilst the basis of preparation

cited above is referenced to principles embodied within consolidated financial statements the Directors have







March 2020 and 1 September 2020 as detailed below

The following entities within the Vantage Towers Group have been included within the condensed combined

interim financial statements from the effective date of their demerger from the respective Vodafone operating

companies




bull Vodafone Towers Portugal SA (ldquoVantage Towers Portugalrdquo) ndash 16 July 2020 and


F-49




7



These condensed combined interim financial statements are the first set of financial statements presented for

Vantage Towers AG For the avoidance of doubt Vodafone Magyarorszaacuteg zrt (ldquoVantage Towers Hungaryrdquo)

Vodafone Towers Romania SRL (ldquoVantage Towers Romaniardquo) Vantage Towers Greece and the Companyrsquos

investments in Cornerstone and INWIT have not been included within these condensed combined interim

financial statements as these businesses (i) had not been demerged from the relevant Vodafone operating

entity or legally incorporated by September 30 2020 or (ii) in the case of the Companyrsquos investments in

Cornerstone and INWIT had not been transferred to Vantage Towers by September 30 2020 See note 16

subsequent events for further information on transactions relating to these entities

Vantage Towers AG and Vantage Towers SLU (ldquoVantage Towers Spainrdquo) are both included in the opening

balance at 31 March01 April 2020 Vantage Towers AG had total assets and equity each of euro25000 at 31

March1 April 2020 Vantage Towers Spain which demerged on 18 March 2020 had total assets of euro5548m

total liabilities of euro5023 and equity of euro525m at 31 March1 April 2020




Vantage Towers business operates a portfolio of tower sites across Europe for which it receives revenue both

from the Vodafone Group under Master Service Agreements (ldquoMSArdquo) and from other unrelated customers






The condensed combined interim financial statements are presented in euro which is also the Grouprsquos and

each entityrsquos functional currency with the exception of Vantage Towers Czechia Republic which has a

functional currency of Czech Koruna




items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing

on the initial transaction dates Non-monetary items measured in terms of historical cost in a foreign currency

are not retranslated





F-50




8




entities with a functional currency other than euro are expressed in euro using exchange rates prevailing at the











Going concern

The Directors are satisfied that at the time of approving the financial statements it is appropriate to adopt the

going concern basis in preparing the financial statements

The Directors have reviewed the financial performance and position of the Company and have assessed the monthly cashflow forecasts through to March 2022 They note the Grouprsquos pound1147 million cash is held in a call deposit account as part of the Vodafone Group Plc cash pooling arrangement Per the terms of the arrangement the Directors have control of this deposit and draw down upon this balance when needed Having considered the overall financial position of the Vodafone Group as set out in its Interim Financial Statements for the 6 months ended 30 September 2020 the Directors are satisfied that the Group has sufficient liquidity for the Company to continue to access the cash balance held in its call deposit account

Despite the potential for sustained macro-economic downturn the Directors are satisfied that due to the low cost base and significant head room in the cash flow forecast the business will continue to have sufficient cash available even in the event of any reasonably possible downturn in trading There has been limited impact on the business as a result of COVID-19 (see note 14 ldquoCapital and financial risk managementrdquo)

On the basis of their assessment the Directors of Vantage Towers Germany AG expect that the Company will

be able to continue in operational existence for the for the period up to and including March 2022 and hence

continue to adopt the going concern basis of accounting in preparing the annual financial statements





current





F-51




9











benefit plan liabilities are assessed using the projected unit funding method and applying the principal

actuarial assumptions at the reporting period date Assets are valued at market value







service cost any past service cost and the effect of any settlements The interest cost less the expected

interest income on assets is also charged to the income statement The amount charged to the income

statement in respect of these plans is included within other operating costs


fall due















F-52




10







The Group is assessing the impact of these new standards and the Grouprsquos financial reporting will be

presented in accordance with these standards from 1 April 2022



2015


IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Grouprsquos

circumstances In determining and applying accounting policies Directors and management are required to

make judgements and estimates in respect of items where the choice of specific policy accounting judgement

estimate or assumption to be followed could materially affect the Grouprsquos reported financial position results

or cash flows and disclosure of contingent assets or liabilities during the reporting period it may later be

determined that a different choice may have been more appropriate

The Grouprsquos critical accounting judgements and key sources of estimation uncertainty are detailed below

Actual outcomes could differ from those estimates The estimates and underlying assumptions are reviewed

on an ongoing basis Revisions to accounting estimates are recognised in the period in which the estimate is

revised if the revision affects only that period they are recognised in the period of the revision and future

periods if the revision affects both current and future periods

Management regularly reviews and revises as necessary the accounting judgements that significantly impact

the amounts recognised in the condensed combined interim financial statements and the estimates that are

considered to be ldquocritical estimatesrdquo due to their potential to give rise to material adjustments in the Grouprsquos

financial statements in the following period As at 30 September 2020 management has identified critical

judgements in respect of presentation of comparatives revenue recognition lease accounting valuation of

goodwill and taxation In addition management has identified critical accounting estimates in relation to the

impairment of goodwill and estimation of asset retirement obligations




that have the most significant effect on the amounts recognised in condensed combined interim financial

statements



concluded that

F-53




11




single transaction



the requirements of IFRS 10 and therefore no comparative information is presented and


statements for the period ended 30 September 2020 should be prepared on the same basis as that


Revenue recognition



disclosed below










customers

Lease accounting

Lease accounting under IFRS 16 lsquoLeasesrsquo necessitates the collation and processing of very large amounts of

data combined with application of management judgements and estimates to produce financial information

The most significant accounting judgements are disclosed below


Management judgement is required in determining whether leases where Vantage is lessor are classified as











bull High level analysis concluded that the present value of lease payments was not lsquosubstantially allrsquo of

the fair value of the tower asset



F-54




12





Lessee - Lease term


















to relate to the Vantage business has been allocated between the Vantage tower businesses and the

remaining Vodafone operating business in proportion to the relative value of the cash generating units for

each market at the demerger date The allocation of goodwill between cash generating units is assessed from

the enterprise value of the relevant Vodafone Group operations

Taxation



following


Significant items on which the Group has exercised judgement include the recognition of deferred tax assets in

respect of losses in Spain The recognition of deferred tax assets particularly in respect of tax losses is based




as are used in the Grouprsquos value in use calculations

Changes in the judgements taken which underpin the Grouprsquos forecasts could have an impact on the amount

of deferred tax asset recognised The Group only considers substantively enacted tax laws when assessing the


F-55




13
















The Group is required to recognise provisions for site restoration costs on its leased assets There is

uncertainty around the cost of asset retirement obligations as cost estimates can vary in response to many

factors including from changes in market rates for goods and services to the relevant legal requirements the






An increase or decrease in the cost estimates by 10 at 30 September 2020 would result in an increase or

decrease in the liability and corresponding asset by euro 294 million and euro 294 million respectively



Accounting policies

Revenue









for further information Where services have a functional dependency (for example services are required to

be provided alongside the lease) this does not in isolation prevent those services from being assessed as

separate obligations

F-56




14





The transaction price is allocated between the identified obligations according to the relative standalone

selling prices of the obligations The standalone selling price of each obligation deliverable in the contract is





payment is probable





sale to the customer As a principal receipts from customers and payments to suppliers are reported on a

gross basis in revenue and operating costs If another party has control of services prior to transfer to a

customer then the Group is acting as an agent for the other party and revenue in respect of the relevant

obligations is recognised net of any related payments to the supplier and recognised revenue represents the

margin earned by the Group Control of the energy is obtained by the Group and recorded on a gross basis

with the exception where the Group delivers energy to operate the antenna and provide mobile reception to

customers in which case control of the energy is not obtained prior to transfer to a customer See ldquoCritical

accounting judgements and key sources of estimation uncertaintyrdquo in note 1 for details

Segmental analysis

The Grouprsquos operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance The Group has determined the chief operating decision maker to be the board The Group has a single group of similar services and products being the supply of infrastructure leases and related services Revenue is attributed to a country or region based on the location of the tower assets and company reporting the associated revenue


The period for each segmentrsquos results disclosed below is from the date of de-merger of each market as set out in the Note 1 basis of preparation until 30 September 2020

30 September 2020 Total revenue Adjusted EBITDA Ground lease expense1

Recharged capital expenditure

Adjusted EBITDAaL


Germany 1610 1386 (344) - 1042

Spain 794 713 (365) (04) 344

Other European Markets 246 214 (84) - 130

Combined 2650 2313 (793) (04) 1516


liabilities

F-57




15


The Group measures segment profit using adjusted EBITDA defined as operating profit before depreciation on lease-related right of use assets depreciation amortisation and gainslosses on disposal for other property plant and equipment and excluding impairment losses restructuring costs arising from discrete restructuring plans other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group A reconciliation of adjusted EBITDA to operating profit is shown below For a reconciliation of operating profit to segment profit for the period see the combined income statement on page 1

30 September 2020

eurom

Adjusted EBITDA 2313

Depreciation on lease-related right of use assets (605)

Depreciation on other property plant and equipment (288)

Operating profit 1420


Segmental assets and capital expenditure

30 September 2020


Maintenance capital

expenditure2




Germany 3526 7915 47 335 484

Spain 1073 4413 37 42 302


1310 3280 03 25 107

Combined 5909 15608 87 402 893





The Group generates revenue based on the different services it offers The Group earns the vast majority of its revenue based on long-term contracts with Vodafone and other Mobile Network Operators (ldquoMNOrdquo) on Macro Sites Macro Sites are the physical infrastructure either ground-based or located on the top of a building where communications equipment is placed to create a cell in a mobile network Macro Site revenue represents revenue earned from renting space and providing services to customers on Macro Sites Fees are charged on a per Site basis except in the case of certain Active Sharing Arrangements in Spain and Portugal pursuant to which Vodafone and the contracting MNO have agreed to apply a single portfolio fee to all Sites The Group also earns ancillary revenue providing Micro Sites and from providing energy and upgrade services to its customers Other rental revenue (DASSmall Cell) represents revenue earned from renting space and providing services to tenants on DASSmall Cell Sites Recharged capital expenditure revenue includes direct recharges to tenants of capital expenditure in connection with upgrades to existing Sites Recharged capital expenditure revenue is recognized over the term of the associated Vodafone MSA resulting in deferred income recognition euro04m of recharged capital expenditure revenue was generated during the 6 months ended September 30 2020 however upgrade revenue is expected to increase over time as the Vodafone MSAs have come into force

F-58




16



30 September 2020

eurom

Service revenue 680

Other service revenue 52

Total revenue from contracts with customers 732

Lease revenue 1914

Other lease revenue 04

Total revenue 2650

Split as

Macro site revenue 2570

Other rental revenue 24

Energy and other revenue 52

Recharged capital expenditure 04

2650

Included in total revenue are revenues which arose from sales to the Grouprsquos largest customer the Vodafone

Group (see note 8) No other single customers contributed 10 per cent or more to the Grouprsquos revenue in the 6

month period to 30 September 2020

The total future revenue from the Grouprsquos contracts with customers with performance obligations not

satisfied at 31 March 2020 is euro40811 million of which euro5435 million is expected to be recognised within the

next year with the remainder to be recognised in future years over the term of the customer agreements

3 Operating profit


30 September 2020

eurom

Net foreign exchange losses(gains) -

Depreciation on lease-related right of use assets 605

Depreciation on other property plant and equipment 288

Maintenance costs 105

Energy costs 66

F-59




17

4 Staff costs


Six months ended 30 September 2020

eurom

Wages and Salaries 47

Social security costs 06

Other pension costs 01

Share-based payments 01

Total 55

5 Income taxes

Accounting policies

Income tax expense represents the sum of the current and deferred taxes








F-60




18





eurom


Current year 184

Total current tax expense 184

Deferred tax on origination and reversal of temporary differences 154

Total deferred tax expense 154

Total income tax expense 338

A net deferred tax asset of euro403m was acquired by the Group as part of the transfers of the local market

Tower businesses in this period Of the acquired euro403m net deferred tax asset euro449m relates to tax losses

carried forward in Vantage Germany (discussed below) The remaining acquired deferred tax balances which

net to a deferred tax liability of euro46m relates to temporary differences arising on fixed assets leases and

provisions held by the Group


The German Tower business was transferred to the Group on 25 May 2020 However for German tax

purposes this transfer applies retroactively from 30 September 2019 In the period to 25 May 2020 the

business generated tax losses as Vantage only generated third-party income On the date of migration of the

business in May Vantage and Vodafone concluded on their Tower rental agreements leading to an additional

income source A deferred tax asset has therefore been recognised on the losses generated to 25 May 2020

on the basis that Vantage Germany is expected to generate sufficient future taxable income in the years ended

31 March 2021 and 2022 on which the losses can be utilised to offset for tax purposes

The Spanish Towers business has unused tax losses of euro1876 million which are available to offset against the future profits of the business and do not expire The Spanish Towers business remains a member of Vodafones Spanish tax group at the balance sheet date and due to the early stage of the IPO process together with local tax law criteria it is uncertain whether the Spanish Towers business will leave the tax group in the near future Due to this together with the tax groups history of losses and the trading environment the Spanish tax group operates in no deferred tax asset is recognised for these tax losses

6 Goodwill





tower business and is subsequently measured at this value less any accumulated impairment losses Goodwill

is not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may

be required



F-61




19

6 Goodwill (continued)

Goodwill

eurom

Cost

1 April 2020 100

Additions on combination of companies into the Group 30870

30 September 2020 30970

Accumulated impairment losses

1 April 2020 -

Impairment charge -

30 September 2020 -

Net book value

1 April 2020 100

30 September 2020 30970

Impairment losses

Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an

indication that the asset may be impaired










reflects current market assessments of the time value of money and the risks specific to the asset for which

the estimates of future cash flows have not been adjusted Management prepares formal five year

management plans for the Grouprsquos cash-generating units which are the basis for the value in use calculations



those acquisitions

As at 30 September 2020 the Grouprsquos goodwill is not required to be assessed for impairment through the


impairment test

F-62




20


The carrying value of goodwill at 30 September was as follows

Cash generating unit eurom

Germany 25650

Spain 100

Other European Markets 5220

Combined 30970


from Vodafone


Accounting policies




Land and buildings


Other






F-63




21





eurom eurom eurom

Cost

1 April 2020 - 812 812


222 3881 4103

Additions - 813 813


- 437 437

Disposals - - -


30 September 2020 222 5937 6159


1 April 2020 - - -


Disposals - - -


30 September 2020 - 288 288

Net book value

1 April 2020 - 812 812

30 September 2020 222 5649 5871


F-64




22



eurom

Other property plant and equipment 5871

Lease-related right of use assets1 15608

30 September 2020 21479

1 Additions of euro258 million and a depreciation charge of euro605 million were recorded in respect of right-of-use assets

during the period to 30 September 2020

At 30 September 2020 no indications of impairment were identified in relation to the property plant and equipment


The Group has a number of related parties including Vodafone Group Plc companies outside the Vantage

Towers Group Directors and Supervisory Board members











eurom eurom




Receivables due from related parties

Payables due to related parties

30 September 2020

eurom eurom


Subsidiaries of Vodafone Group Plc 3920 (2748)

F-65




23


Included within the amounts outstanding at the reporting date is a net euro39m receivable in relation to the


amounts

30 September 2020

eurom


Thereof Cash deposits held with related parties 1147


Thereof Short term borrowings from related parties (65)

Thereof Long term borrowings from related parties (1043)

(1108)

Net receivables due from subsidiaries of Vodafone Group Plc in relation to the Grouprsquos cash management activities

39


The Grouprsquos receivables and payables due from as well as to related parties are financial assets and financial liabilities recorded at amortised cost The receivables due from related parities is measured after allowances for future expected credit losses see note 14 ldquoCapital and financial risk managementrdquo for more information on credit risk





eurom

Short-term employee benefits 06

Share based payments 08

14


F-66




24


Accounting policies



eurom

At 30 September 2020


Trade receivables -

Receivables due from related parties -

Accrued Income 15

Prepayments 23

38


Trade receivables 163

Accrued Income 88

Prepayments 13

Tax receivables 28

Other receivables 80

372




Accounting policies


F-67




25

10 Trade and other payables (continued) eurom



Deferred Income 47

47


Trade payables 171

Accruals 756

Deferred income 184

Other taxation and social security 218

Other payables 79

1408


11 Leases

Accounting policies

As a lessee





As a lessor


F-68




26






As a lessee


The Grouprsquos general approach to determining lease term is described on page 11 under critical accounting judgements and key sources of estimation uncertainty in note 1


Operational lease periods

Where practicable the Group seeks to include extension or break options in leases to provide operational flexibility therefore many of the Grouprsquos lease contracts contain optional periods The Grouprsquos policy on assessing and reassessing whether it is reasonably certain that the optional period will be included in the lease term is described on page 11 under critical accounting judgements and key sources of estimation uncertainty in note 1


The Grouprsquos cash outflow for leases in the six months ended 30 September 2020 was euro343 million and absent significant future changes in the volume of the Grouprsquos activities or strategic changes to use more or fewer other property plant and equipment this level of cash outflow from leases would be expected to continue for future periods subject to contractual price increases The future cash flows included within lease liabilities are shown in the maturity analysis below The maturity analysis only includes the reasonably certain payments to be made cash outflows in these future periods will likely exceed these amounts as payments will be made on optional periods not considered reasonably certain at present and on new leases entered into in future periods

Amounts recognised in the primary financial statements in relation to lessee transactions are

Right-of-use assets


F-69




27


Lease liabilities


30 September 2020

eurom

Within one year 1633

In more than one year but less than two years 1910

In more than two years but less than five years 5586

In more than five years 9001

Effect of discounting (2752)

Lease liability 15378

Analysed as

Non-current 14656

Current 722



eurom


Interest expense on lease liabilities 188

Expense relating to variable lease payments not included in the measurement of the lease liability -

Income from sub-leasing right of use assets 1914


As a lessor

The Grouprsquos lessor activities are with telecommunication companies leasing out space on the Grouprsquos other infrastructure property plant and equipment



F-70




28



Within one year









12 Provisions


timing or amount that will be paid and is therefore often estimated The main provisions held by the Group

are in relation to asset retirement obligations which include the cost of returning network infrastructure sites

to their original condition at the end of the lease

Accounting policies













Other provisions



F-71




29



eurom eurom eurom

1 April 2020 246 02 248


Additions 324 - 324





30 September 2020 2797 55 2852



2797 55 2852

13 Reconciliation of net cash flow from operating activities Six months

ended 30 September

2020

eurom


Income tax expense 338

Interest on lease liabilities 188

Other finance costs 03

Other expenses 08


Adjustments for

Share based payments and other non-cash charges 01

Depreciation of other property plant and equipment 288

Depreciation of lease-related right of use assets 605

Increase in trade receivables from related parties (2097)

Increase in trade payables to related parties 1010

Increase in trade and other receivables (89)

Decrease in trade and other payables (106)

Cash generated by operations 1032

Net tax paid -

Net cash flow from operating activities 1032

F-72




30



Accounting policies





Capital management




Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a financial loss for the Group The Group is exposed to credit risk from its operating activities and from its financing activities the Group considers its maximum exposure to credit risk at 31 March to be cash and cash equivalents and trade receivables and receivables due from related parties as disclosed in the statement of financial position and note 9 ldquoTrade and other receivablesrdquo


The Group has financial assets classified and measured at amortised cost that are subject to the expected credit loss model requirements of IFRS 9 Cash at bank and in hand and trade and other receivables are classified and measured at amortised cost and subject to these impairment requirements However the identified expected credit loss is considered to be immaterial at 30 September 2020


F-73




31


Credit risk (continued)




Liquidity risk


Market risk





Acquisition risks


COVID-19



F-74




32


COVID-19 (continued)



Contingent liabilities are potential future cash outflows where the likelihood of payment is considered more than remote but is not considered probable or cannot be measured reliably The Group does not have any contingent liabilities required to be disclosed



On November 6 2020 Vodafone AG (ldquoVodafone Germanyrdquo) contributed an amount of euro250000000 into the free capital reserve of the Company pursuant to sec 272 para 2 no 4 of HGB (the ldquoFirst Capital Contributionrdquo)

On November 17 2020 the shareholdersrsquo meeting of the Company resolved to further increase the share capital from euro275000000 by euro189504358 to euro464504358 by issuing 189504358 new shares in the Company (the ldquoSecond Capital Increaserdquo) The Second Capital Increase was carried out by the payment of euro189504358 in cash by Vodafone Germany to the Company (the ldquoSecond Capital Increase Paymentrdquo) As consideration Vodafone Germany received 189504358 new shares in the Company In connection with the Second Capital Increase Vodafone Germany made a ldquofurther additional paymentrdquo to the Companyrsquos capital reserves pursuant to section 272 para 2 no 4 HGB (so-called share premium (schuldrechtliches Agio)) in the amount of euro5379811642

On November 17 2020 the Company entered into a euro3 billion loan facility agreement with Vodafone Investments Luxembourg SARL (ldquoVodafone Investmentsrdquo) and on 17 November 2020 the Company drew a loan of euro2290000000 thereunder (the ldquoVodafone Investments Loanrdquo)

On January 7 2021 the shareholdersrsquo meeting of the Company resolved to further increase the share capital from euro464504358 by euro41277907 to euro505782265 by issuing 41277907 new shares in the Company (the ldquoThird Capital Increaserdquo) The Third Capital Increase was carried out by the payment of euro41277907 in cash by Vodafone Germany to the Company (the ldquoThird Capital Increase Paymentrdquo) As consideration Vodafone Germany received 41277907 new shares in the Company The consummation of the Third Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Duumlsseldorf Germany on January 14 2021 In connection with the Third Capital Increase Vodafone Germany made a ldquofurther additional paymentrdquo to the Company lsquos capital reserves pursuant to section 272 para 2 no 4 HGB (so-called share premium (schuldrechtliches Agio)) in the amount of euro1171832493 (the ldquoThird Capital Contributionrdquo)

On December 7 2020 Vodafone Germany and the Company concluded an upstream spin-off and transfer agreement (Abspaltungs- und Uumlbernahmevertrag) pursuant to which 545 Sites were transferred from the Company to Vodafone Germany by way of a spin-off by absorption (Abspaltung zur Aufnahme) within the meaning of sec 123 (2) ndeg1 of the German Transformation Act (Umwandlungsgesetz) whereby the shareholders of Vodafone Germany waived their right to receive shares in the Company The upstream spin-off became legally effective upon its registration in the commercial register (Handelsregsiter) of the Company on December 18 2020

F-75




33


Reorganisation

Effective on January 14 2021 Vodafone Group Plc completed the process by which Vantage Towers was established Prior to that date Vodafone Europe BV (ldquoVEBVrdquo) an indirect 100 subsidiary of Vodafone Group Plc held all of the share capital of Central Tower Holding Company BV (ldquoCTHCrdquo) Vantage Towers Ireland Vantage Towers Portugal Vantage Towers Czechia Republic Vantage Towers Hungary and Vantage Towers Spain VEBV also held 9999 of all shares in Vantage Towers Romania 332 of all shares in INWIT and 62 of all shares in Vantage Towers Greece Vodafone Ltd (ldquoVodafone UKrdquo) held 50 of all shares in Cornerstone VEBV contributed all of the shares in Vantage Towers Ireland Vantage Towers Portugal Vantage Towers Czechia Republic Vantage Towers Hungary Vantage Towers Spain Vantage Towers Romania 62 of the shares in Vantage Towers Greece and INWIT to CTHC CTHC acquired all of the shares in Cornerstone held by Vodafone UK

Demerger of the Hungary and Romania towers businesses

On October 31 2020 Vodafone Magyarorszaacuteg zrt (ldquoVodafone Hungaryrdquo) transferred its entire tower business (excluding four Sites that could not be transferred due to subletting restrictions and in respect of which Vantage Towers Hungary will provide Vodafone Hungary with passive infrastructure maintenance services) at net book value to Vantage Towers Zrt (formerly known as Vodafone Vantage Towers Hungary) by way of a demerger in the form of a division by separation

The legal separation of the tower business in Romania has been structured in two phases due to land registration considerations The tower business in relation to all sites in Romania other than the 1260 Sites qualifying as immovable assets under Romanian law that the Company believes must be registered with the local land registry before they are capable of being legally transferred to a third party was transferred to Vantage Towers Romania by way of a demerger in the form of a spin-off of a part of the assets and liabilities of Vodafone Romania with legal effect from November 13 2020

Acquisition of CTHC by the Company

On December 17 2020 the Company acquired 100 of the ordinary shares in CTHC from VEBV for cash consideration of euro7791567000 with effect as of December 17 2020 CTHC was previously an indirect wholly owned subsidiary of Vodafone which other than the Company owns each of the other entities that makes up the Vantage Towers Group

Acquisition Vantage Towers Greece by CTHC

On December 21 2020 VEBV and Crystal Almond Sarl contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo respectively to Vantage Towers Greece Vantage Towers Greece was incorporated simultaneously with the contribution Following the contribution VEBV was issued 62 and Crystal Almond was issued 38 of the shares in Vantage Towers Greece

On December 22 2020 VEBV transferred its shares in Vantage Towers Greece to CTHC and VEBV CTHC Vantage Towers Greece and Crystal Almond entered into a deed of novation pursuant to which VEBV assigned to CTHC a call option (the ldquoVantage Towers Greece Call Optionrdquo) to acquire the remaining 38 of Vantage Towers Greece from Crystal Almond for EUR 287500000 in cash expiring on December 31 2021 (with the price increasing by 5 if the Vantage Towers Greek Call Option has not completed by July 1 2021)


On January 14 2021 CTHC acquired Vodafone UKrsquos 50 shareholding in Cornerstone by way of a share purchase agreement dated January 6 2021

F-76




34




F-77

This is a convenience translation of the German original Solely the original text in German

language is authoritative

INDEPENDENT AUDITORrsquoS REPORT

To Vantage Towers AG Duumlsseldorf (formerly Vantage Towers GmbH Duumlsseldorf)

Opinion

We have audited the condensed combined interim financial statements of the Vantage Towers

business (entirety of entities and business activities included in the condensed combined interim

financial statements together ldquoVantage Towersrdquo) which comprise the condensed combined

income statement condensed combined statement of comprehensive income condensed

combined statement of financial position condensed combined statement of changes in equity

condensed combined statement of cash flows and the notes to the condensed combined interim

financial statements including a summary of significant accounting policies as of and for the six

months ended 30 September 2020

In our opinion on the basis of the knowledge obtained in the audit the accompanying

condensed combined interim financial statements comply in all material respects with the

International Financial Reporting Standards (IFRS) on interim financial reporting as adopted by

the European Union (EU) and in compliance with these requirements give a true and fair view

of the assets and liabilities and financial position of Vantage Towers as of 30 September 2020

and its financial performance for the six months period from 1 April 2020 to 30 September 2020

Pursuant to Sec 322 (3) Sentence 1 HGB (ldquoHandelsgesetzbuchrdquo German Commercial Code) we

declare that our audit has not led to any reservations relating to the legal compliance of the

condensed combined interim financial statements

F-78

Basis for the opinion

We conducted our audit of the condensed combined interim financial statements in accordance

with Sec 317 HGB and in compliance with German Generally Accepted Standards for Financial

Statement Audits promulgated by the Institut der Wirtschaftspruumlfer (Institute of Public Auditors

in Germany) (IDW) Our responsibilities under those requirements and principles are further

described in the ldquoAuditorrsquos responsibilities for the audit of the condensed combined interim

financial statementsrdquo section of our auditorrsquos report We are independent of the entirety of

entities and business activities included in the condensed combined interim financial statements

in accordance with the requirements of German commercial and professional law and we have

fulfilled our other German professional responsibilities in accordance with these requirements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion on the condensed combined interim financial statements

Responsibilities of management and the Supervisory Board for the condensed combined interim financial statements

Management of Vantage Towers AG is responsible for the preparation of the condensed

combined interim financial statements that comply in all material respects with the IFRS on

interim financial reporting as adopted by the EU and that the condensed combined interim

financial statements in compliance with these requirements give a true and fair view of the

assets and liabilities financial position and financial performance of Vantage Towers In

addition management of Vantage Towers AG is responsible for such internal control as

management has determined necessary to enable the preparation of condensed combined

interim financial statements that are free from material misstatement whether due to fraud or

error

In preparing the condensed combined interim financial statements management of Vantage

Towers AG is responsible for assessing Vantage Towersrsquo ability to continue as a going concern

It also has the responsibility for disclosing as applicable matters related to going concern In

addition management is responsible for financial reporting based on the going concern basis of

accounting unless there is an intention to liquidate Vantage Towers to cease operations or there

is no realistic alternative but to do so

The Supervisory Board of Vantage Towers AG is responsible for overseeing Vantage Towersrsquo

financial reporting process for the preparation of the condensed combined interim financial

statements

F-79

Auditorrsquos responsibilities for the audit of the condensed combined interim financial statements

Our objectives are to obtain reasonable assurance about whether the condensed combined

interim financial statements as a whole are free from material misstatement whether due to

fraud or error and to issue an auditorrsquos report that includes our opinion on the condensed

combined interim financial statements

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted

in accordance with Sec 317 HGB and in compliance with German Generally Accepted Standards

for Financial Statement Audits promulgated by the IDW will always detect a material

misstatement Misstatements can arise from fraud or error and are considered material if

individually or in aggregate they could reasonably be expected to influence the economic

decisions of users taken on the basis of these condensed combined interim financial statements

We exercise professional judgment and maintain professional skepticism throughout the audit

We also

bull Identify and assess the risks of material misstatement of the condensed combined interim

financial statements whether due to fraud or error design and perform audit procedures

responsive to those risks and obtain audit evidence that is sufficient and appropriate to

provide a basis for our audit opinion The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error as fraud may involve

collusion forgery intentional omissions misrepresentations or the override of internal

control

bull Obtain an understanding of internal control relevant to the audit of the condensed

combined interim financial statements in order to design audit procedures that are

appropriate in the circumstances but not for the purpose of expressing an audit opinion

on the effectiveness of these systems

bull Evaluate the appropriateness of accounting policies used by management and the

reasonableness of estimates made by management and related disclosures

bull Conclude on the appropriateness of managementrsquos use of the going concern basis of

accounting and based on the audit evidence obtained whether a material uncertainty

exists related to events or conditions that may cast significant doubt on Vantage Towersrsquo

ability to continue as a going concern If we conclude that a material uncertainty exists

we are required to draw attention in the auditorrsquos report to the related disclosures in the

condensed combined interim financial statements or if such disclosures are inadequate

to modify our audit opinion Our conclusions are based on the audit evidence obtained

up to the date of our auditorrsquos report However future events or conditions may cause

F-80

Vantage Towers to cease to be able to continue as a going concern

bull Evaluate the overall presentation structure and content of the condensed combined

interim financial statements including the disclosures and whether the condensed

combined interim financial statements present the underlying transactions and events in

a manner that the condensed combined interim financial statements give a true and fair

view of the assets and liabilities financial position and financial performance of Vantage

Towers in compliance with the IFRS on interim financial reporting as adopted by the EU

bull Obtain sufficient appropriate audit evidence regarding the financial information of the

entities or business activities within Vantage Towers to express an audit opinion on the

condensed combined interim financial statements We are responsible for the direction

supervision and performance of the audit We remain solely responsible for our audit

opinion

We communicate with those charged with governance regarding among other matters the

planned scope and timing of the audit and significant audit findings including any significant

deficiencies in internal control that we identify during our audit

F-81

German Public Auditor responsible for the engagement

The German Public Auditor responsible for the engagement is Holger Forst

Cologne 31 January 2021 Ernst amp Young GmbH Wirtschaftspruumlfungsgesellschaft Forst Vogelsang Wirtschaftspruumlfer Wirtschaftspruumlferin [German Public Auditor] [German Public Auditor]

F-82

Audited Unconsolidated German GAAP Financial Statements of the Company prepared

in accordance with German Commercial Code (HGB) as of and for the short financial

year ended March 31 2020

F-83

Vodafone Towers Germany GmbH

Abbreviated financial year from 1 January 2020 to 31 March 2020

Report on

the abbreviated financial year

from 1 January 2020 to 31 March 2020

- Financial statements

Vodafone Towers Germany GmbH (since 16072020 Vantage Towers GmbH)

Duumlsseldorf

F-84



01 01 2020 - 31 03 2020 28 02 2019 - 31 12 2019

1 Revenue 000 000

2 Other income 000 000

3 Cost of materials 000 000

4 Personnel expenses 000 000

5 Amortization depreciation and impairment losses 000 000

6 Other expenses 000 000

7 Taxes 000 000

8 000 000Profit for the financial year

Income statement

(in Euro)


(since 16 07 2020 Vantage Towers GmbH)

F-85



ASSETS

31 03 2020 31 12 2019

2500000 2500000

2500000 2500000

Statement of financial position

(in Euro)

Current assets

Vodafone Towers Germany GmbH(since 16 07 2020 Vantage Towers GmbH)

EQUITY AND LIABILITIES

31 03 2020 31 12 2019

2500000 2500000

2500000 2500000

Equity

F-86



Notes to the financial statements

General information These financial statements as of 31 March 2020 were prepared in accordance with Sec 242 et seq and Sec 264 et seq HGB [ldquoHandelsgesetzbuchrdquo German Commercial Code] on the basis of the accounting regulations of the HGB and the relevant provisions of the GmbHG [ldquoGesetz betreffend die Gesellschaften mit beschraumlnkter Haftungrdquo German Limited Liability Companies Act] As of the reporting date Vantage Towers GmbH Duumlsseldorf (the ldquoCompanyrdquo) meets the size criteria for a micro-corporation pursuant to Sec 267a HGB as it did on the reporting date of the previous abbreviated financial year The Company is registered with Duumlsseldorf Local Court under HRB no 85940 The notes to the financial statements were prepared for the first time using the exemptions for small corporations in accordance with Sec 288 (1) HGB The exemption provisions for micro-corporations for preparing the balance sheet in accordance with Sec 266 (1) Sentence 4 HGB and for presenting the income statement in accordance with Sec 275 (5) HGB apply to the financial statements as in the previous year In order to achieve consistency with the financial year of the Vodafone Group the financial year was changed to the reporting date of 31 March with effect from 1 January 2020 Accordingly the Companyrsquos financial statements cover the abbreviated financial year from 1 January 2020 to 31 March 2020 The previous financial year was also an abbreviated financial year and covered the period from 28 February 2019 to 31 December 2019 Assets and liabilities are valued on a going concern basis (going concern principle in accordance with Sec 252 (1) No 2 HGB) Vantage Towers GmbH operated under the name ldquoVodafone Towers Germany GmbHrdquo from 5 December 2019 to 15 July 2020 Prior to this the Company was known as ldquoBlitz D19-410 GmbHrdquo and was a shelf company until the time of the spin-off on 25 May 2020

Accounting policies Current assets Cash and cash equivalents are stated at nominal value Equity Subscribed capital is stated at nominal value

F-87



Other notes Employees As in the previous year no employees were employed in the abbreviated financial year 2020 Information on the parent company The entity which prepares the consolidated financial statements for the smallest and largest group of companies in which the Companyrsquos annual financial statements are included is Vodafone Group Plc NewburyUnited Kingdom Duumlsseldorf 25 September 2020 Vantage Towers GmbH The Management Board Vivek Badrinath Thomas Reisten Christian Sommer

F-88

Translation of the German independent auditorrsquos report concerning the audit of the annual financial statements prepared in German

Independent auditorrsquos report

To Vodafone Towers Germany (since 16 July 2020 Vantage Towers GmbH)

Opinion

We have audited the annual financial statements of Vodafone Towers Germany GmbH (since

16 July 2020 Vantage Towers GmbH) Duumlsseldorf which comprise the balance sheet as at

31 March 2020 and the income statement for the abbreviated financial year from 1 January

2020 to 31 March 2020 and notes to the financial statements including the accounting

policies presented therein

In our opinion on the basis of the knowledge obtained in the audit the accompanying annual

financial statements comply in all material respects with the requirements of German

commercial law applicable to business corporations and give a true and fair view of the assets

liabilities and financial position of the Company as at 31 March 2020 and of its financial

performance for the abbreviated financial year from 1 January 2020 to 31 March 2020 in

compliance with German legally required accounting principles

Pursuant to Sec 322 (3) Sentence 1 HGB [ldquoHandelsgesetzbuchrdquo German Commercial Code]

we declare that our audit has not led to any reservations relating to the legal compliance of

the annual financial statements


We conducted our audit of the annual financial statements in accordance with Sec 317 HGB

and in compliance with German Generally Accepted Standards for Financial Statement Audits

promulgated by the Institut der Wirtschaftspruumlfer [Institute of Public Auditors in Germany]

(IDW) Our responsibilities under those requirements and principles are further described in

the ldquoAuditorrsquos responsibilities for the audit of the annual financial statementsrdquo section of our

auditorrsquos report We are independent of the Company in accordance with the requirements

of German commercial and professional law and we have fulfilled our other German

professional responsibilities in accordance with these requirements We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on


Responsibilities of the executive directors for the annual financial statements

The executive directors are responsible for the preparation of the annual financial statements

that comply in all material respects with the requirements of German commercial law

applicable to business corporations and that the annual financial statements give a true and

fair view of the assets liabilities financial position and financial performance of the Company

in compliance with German legally required accounting principles In addition the executive

directors are responsible for such internal control as they in accordance with German legally

F-89


required accounting principles have determined necessary to enable the preparation of

annual financial statements that are free from material misstatement whether due to fraud

or error

In preparing the annual financial statements the executive directors are responsible for

assessing the Companyrsquos ability to continue as a going concern They also have the

responsibility for disclosing as applicable matters related to going concern In addition they

are responsible for financial reporting based on the going concern basis of accounting

provided no actual or legal circumstances conflict therewith

Auditorrsquos responsibilities for the audit of the annual financial statements

Our objectives are to obtain reasonable assurance about whether the annual financial

statements as a whole are free from material misstatement whether due to fraud or error

and to issue an auditorrsquos report that includes our opinion on the annual financial statements

Reasonable assurance is a high level of assurance but is not a guarantee that an audit

conducted in accordance with Sec 317 HGB and in compliance with German Generally

Accepted Standards for Financial Statement Audits promulgated by the Institut der

Wirtschaftspruumlfer (IDW) will always detect a material misstatement Misstatements can arise

from fraud or error and are considered material if individually or in the aggregate they could

reasonably be expected to influence the economic decisions of users taken on the basis of

these annual financial statements

We exercise professional judgement and maintain professional scepticism throughout the

audit We also

bull Identify and assess the risks of material misstatement of the annual financial statements whether

due to fraud or error design and perform audit procedures responsive to those risks and obtain

audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from error

as fraud may involve collusion forgery intentional omissions misrepresentations or the override

of internal control

bull Obtain an understanding of internal control relevant to the audit of the annual financial statements

in order to design audit procedures that are appropriate in the circumstances but not for the

purpose of expressing an opinion on the effectiveness of these systems of the Company

bull Evaluate the appropriateness of accounting policies used by the executive directors and the

reasonableness of estimates made by the executive directors and related disclosures

bull Conclude on the appropriateness of the executive directorsrsquo use of the going concern basis of

accounting and based on the audit evidence obtained whether a material uncertainty exists

related to events or conditions that may cast significant doubt on the Companyrsquos ability to continue

F-90


as a going concern If we conclude that a material uncertainty exists we are required to draw

attention in the auditorrsquos report to the related disclosures in the annual financial statements or if

such disclosures are inadequate to modify our opinion Our conclusions are based on the audit

evidence obtained up to the date of our auditorrsquos report However future events or conditions may

cause the Company to cease to be able to continue as a going concern

bull Evaluate the overall presentation structure and content of the annual financial statements

including the disclosures and whether the annual financial statements present the underlying

transactions and events in a manner that the annual financial statements give a true and fair view

of the assets liabilities financial position and financial performance of the Company in compliance

with German legally required accounting principles




Cologne 30 September 2020

Ernst amp Young GmbH Wirtschaftspruumlfungsgesellschaft Forst Kamann Wirtschaftspruumlfer Wirtschaftspruumlferin [German Public Auditor] [German Public Auditor]

F-91

Audited Unconsolidated Financial Statements of the Company prepared in accordance

with IFRS as of and for the twelve months ended March 31 2020

F-92


Period from 1 April 2019 to 31 March 2020

Financial statements

for the period from

1 April 2019 to 31 March 2020

Vodafone Towers Germany GmbH (formerly till 04122019 Blitz D19-410 GmbH since 16072020 Vantage Towers GmbH)

Duumlsseldorf

F-93



01 04 2019 - 31 03 2020 28 02 2019 - 31 03 2019

Revenue 000 000

Operating expenses 000 000

Financial results 000 000

Income tax 000 000

000 000

01 04 2019 - 31 03 2020 28 02 2019 - 31 03 2019

000 000

Items that my be reclassified subsequently to 000 000

profit or loss

Items that will not be reclassified subsequently to 000 000

profit or loss

Other comprehensive income for the year net of income tax 000 000

Total comprehensive income for the year 000 000

Vodafone Towers Germany GmbH(formerly till 04 12 2019 Blitz D19-410 GmbH since 16 07 2020 Vantage Towers GmbH)

Profit for the financial year

Income statement

(in Euro)


Statement of comprehensive income

(in Euro)

F-94



ASSETS

(Notes) 31 03 2020 31 03 2019

Current assets

(1) 2500000 1250000

2500000 1250000


(in Euro)




(Notes) 31 03 2020 31 03 2019

Equity (2)

2500000 2500000

000 -1250000

Total equity 2500000 1250000

2500000 1250000

Subscribed capital

Outstanding contribution to subscribed capital

F-95



Subscribed

Capital Total

Balance at 28 February 2019 12500 12500

Profit of the year 0 0

Other comprehensive income for the year 0 0


Payment of outstanding contributions to subscribed capital 0 0

Balance at 31 March 2019 12500 12500

Loss for the year 0 0




Balance at 31 March 2020 25000 25000


Statement of changes in equity

for the period from 1 April 2019 to 31 March 2020

(in Euro)

F-96



01 04 2019 -

31 03 2020

28 02 2019 -

31 03 2019

Cash flow from operating activities 0 0

Cash flow from investing activities 0 0

Cash flow from financing activities


Cash flow from financing activities 12500 0

Change in cash and cash equivalents 12500 0

Cash and cash equivalents at beginning of the financial year 12500 12500

Cash and cash equivalents at end of the financial year 25000 12500


Statement of cash flows for the period from 1 April 2019 to 31 March 2020(in Euro)

F-97




General information Vantage Towers GmbH (herinafter also referred to as Company) has its registered office at Prinzenallee 11-13 40549 DuumlsseldorfGermany since 14 July 2020 and is registered with Duumlsseldorf Local Court under HRB no 85940 The Company was founded on 28 February 2019 as Blitz D19-410 GmbH The business address of Blitz D19-410 GmbH was from 28 February 2019 to 4 December 2019 co Blitzstart Holding AG Theresienhoumlhe 30 80339 MunichGermany At the shareholders meeting on 2 December 2019 it was resolved to change the Companys name to Vodafone Towers Germany GmbH and to change the registered office to Ferdinand-Braun-Platz 1 40549 DuumlsseldorfGermany The amendments to the Articles of Association became effective upon entry in the Commercial Register on 5 December 2019 Upon entry in the commercial register on 16 July 2020 the Company was renamed Vantage Towers GmbH Vantage Towers GmbH operates and markets the vertical passive network infrastructure for mobile communications The purpose of the Company is the planning construction maintenance operation and financing of the passive tower infrastructure (masts towers service entry masts etc) owned by Vodafone GmbH DuumlsseldorfGermany until the spin-off on 25 May 2020 which can be used to install active radio communication and transmission technology (e g antennas) Before the time of the spin-off the Company was inactive and operated as a shelf company Its business purpose was the management of its own assets Vantage Towers GmbH is a 100 subsidiary of Vodafone GmbH DuumlsseldorfGermany The ultimate parent company of the group is Vodafone Group Plc NewburyUnited Kingdom

Basis of preparation The financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) The financial statements correspond to the period from 1 April 2019 to 31 March 2020 The financial statements have been prepared on the basis of historical acquisition and production costs The income statement was prepared using the nature of expenses method in accordance with IFRS The financial statemens are prepared in Euros

F-98



Accounting standards recently issued by the IASB Accounting standards issued by the IASB and newly applied by the Company The Company applied the following new standards and interpretations or amendments for the first time with effect from the reporting period beginning on 1 April 2019 There are no effects on the financial statements for the period from 1 April 2019 to 31 March 2020 of Vantage Towers GmbH

New standards and interpretations not yet applied Various new accounting standards and interpretations have been issued but are not mandatory for the period ending 31 March 2020 and have not been early adopted by the Company The new regulations have no effect on the current financial statements of Vantage Towers GmbH

Accounting policies and notes to the financial statements (1) Cash and cash equivalents Cash and cash equivalents consist of bank balances available on call Bank balances are stated at cost which equals nominal value The cash and cash equivalents reported in the cash flow statement at the end of the reporting period can be reconciled to the corresponding items in the balance sheet as shown below

(2) Equity The subscribed capital is stated at nominal value It amounts to Euro 2500000 in the reporting period and is fully paid in

Standard Interpretation

Issued by

IASB

Adoption in

the EU

EU first-time

application

IFRS 16 Leases 13012016 31102017 01012019

Changes to IFRS 9 Prepayment features with negative compensation 12102017 22032018 01012019

Changes to IFRS 3 IFRS 11 IAS

12 and IAS 23Annual improvements cycle 2015-2017 12122017 14032019 01012019

Changes to IAS 28 Investments in associates and joint ventures 12102017 08022019 01012019

Changes to IAS 19 Plan Amendment curtailment or settlement 07022018 13032019 01012019

IFRIC 23 Uncertainty over income tax treatments 07062017 23102018 01012019

31 03 2020 31 03 2019

(in Euro) (in Euro)


2500000 1250000Cash and cash equivalents

F-99



Events after the reporting period No significant effects on the financial statements as of 31 March 2020 from the outbreak of the COVID-19 pandemic were apparent at the time these financial statements were compiled The shareholders meeting of 4 May 2020 resolved to increase the share capital by Euro 27497500000 and the corresponding amendment to the articles of association in sect 5 and the amendment to the articles of association in sect 4 (object of the Company) for the purpose of acquiring parts of the assets of Vodafone GmbH DuumlsseldorfGermany by way of a spin-off Under a notarised spin-off agreement dated 4 May 2020 and the resolutions of approval of the transferor entity of 4 May 2020 and the absorbing entitiy of 4 May 2020 the Vodafone Towers Germany business unit of Vodafone GmbH DuumlsseldorfGermany was transferred to Vantage Towers GmbH by way of spin-off for absorption The spin-off was carried out pursuant to Sec 20 UmwStG (Umwandlungssteuergesetz German Reorganization Act) with retroactive effect for tax purposes as of 1 October 2019 in preparation for the planned IPO of Vantage Towers GmbH The spin-off was entered in the commercial register of the transferor entity on 25 May 2020 and in the commercial register of the absorbing entity on 19 May 2020 In order to start the business operations of Vantage Towers GmbH shared service agreements have been concluded between the Company and Vodafone GmbH as part of the spin-off

Duumlsseldorf 25 September 2020 Vantage Towers GmbH The Management Board Vivek Badrinath Thomas Reisten Christian Sommer

F-100

Translation of the German independent auditorrsquos report concerning the audit of the annual financial statements



Opinion

We have audited the financial statements of Vodafone Towers Germany GmbH (since 16 July

2020 Vantage Towers GmbH) Duumlsseldorf for the period from 1 April 2019 to 31 March 2020

which comprise the income statement and the statement of comprehensive income for the

period from 1 April 2019 to 31 March 2020 and the statement of financial position as at

31 March 2020 statement of changes in equity for the period from 1 April 2019 to 31 March

2020 and statement of cash flows for the period from 1 April 2019 to 31 March 2020 and

notes to the financial statements including a summary of significant accounting policies


financial statements for the period from 1 April 2019 to 31 March 2020 comply in all material

respects with the IFRSs as adopted by the EU and in compliance with these requirements

give a true and fair view of the assets liabilities and financial position of the Company as at

31 March 2020 and of its financial performance for the period from 1 April 2019 to 31 March

2020



the financial statements for the period from 1 April 2019 to 31 March 2020


We conducted our audit of the financial statements for the period from 1 April 2019 to

31 March 2020 in accordance with Sec 317 HGB and in compliance with German Generally


Wirtschaftspruumlfer [Institute of Public Auditors in Germany] (IDW) Our responsibilities under

those requirements and principles are further described in the ldquoAuditorrsquos responsibilities for

the audit of the financial statements for the period from 1 April 2019 to 31 March 2020rdquo

section of our auditorrsquos report We are independent of the Company in accordance with the

requirements of German commercial and professional law and we have fulfilled our other

German professional responsibilities in accordance with these requirements We believe that

the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion on the financial statements for the period from 1 April 2019 to 31 March 2020

Responsibilities of the executive directors for the financial statements for the period from 1 April 2019 to 31 March 2020

The executive directors are responsible for the preparation of the financial statements for the

period from 1 April 2019 to 31 March 2020 that comply in all material respects with IFRSs as

F-101


adopted by the EU and that the financial statements for the period from 1 April 2019 to

31 March 2020 in compliance with these requirements give a true and fair view of the assets

liabilities financial position and financial performance of the Company In addition the

executive directors are responsible for such internal control as they have determined

necessary to enable the preparation of financial statements for the period from 1 April 2019

to 31 March 2020 that are free from material misstatement whether due to fraud or error

In preparing the financial statements for the period from 1 April 2019 to 31 March 2020 the

executive directors are responsible for assessing the Companyrsquos ability to continue as a going

concern They also have the responsibility for disclosing as applicable matters related to

going concern In addition they are responsible for financial reporting based on the going

concern basis of accounting unless there is an intention to liquidate the Company or to cease

operations or there is no realistic alternative but to do so

Auditorrsquos responsibilities for the audit of the financial statements for the period from 1 April 2019 to 31 March 2020

Our objectives are to obtain reasonable assurance about whether the financial statements for

the period from 1 April 2019 to 31 March 2020 as a whole are free from material

misstatement whether due to fraud or error and to issue an auditorrsquos report that includes

our opinion on the financial statements for the period from 1 April 2019 to 31 March 2020







these financial statements for the period from 1 April 2019 to 31 March 2020


audit We also

bull Identify and assess the risks of material misstatement of the financial statements for the period

from 1 April 2019 to 31 March 2020 whether due to fraud or error design and perform audit

procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate

to provide a basis for our opinion The risk of not detecting a material misstatement resulting from

fraud is higher than for one resulting from error as fraud may involve collusion forgery intentional

omissions misrepresentations or the override of internal control

bull Obtain an understanding of internal control relevant to the audit of the financial statements for the

period from 1 April 2019 to 31 March 2020 in order to design audit procedures that are appropriate

in the circumstances but not for the purpose of expressing an opinion on the effectiveness of these

systems of the Company

F-102








attention in the auditorrsquos report to the related disclosures in the financial statements for the period

from 1 April 2019 to 31 March 2020 or if such disclosures are inadequate to modify our opinion

Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos report

However future events or conditions may cause the Company to cease to be able to continue as a

going concern

bull Evaluate the overall presentation structure and content of the financial statements for the period

from 1 April 2019 to 31 March 2020 including the disclosures and whether the financial

statements for the period from 1 April 2019 to 31 March 2020 present the underlying transactions

and events in a manner that the financial statements for the period from 1 April 2019 to 31 March

2020 give a true and fair view of the assets liabilities financial position and financial performance

of the Company in compliance with IFRSs as adopted by the EU






F-103

Audited Unconsolidated Financial Statements of the Company prepared in accordance with IFRS as of March 31 2019 and for the period from February 28 2019 to March 31 2019

F-104

Blitz D19-410 GmbH

Period from 28 February 2019 to 31 March 2019


for the period from

28 February 2019 to 31 March 2019

Blitz D19-410 GmbH (from 05122019 till 15072020 Vodafone Towers Germany GmbH since 16072020 Vantage Towers GmbH)

Duumlsseldorf

F-105

Blitz D19-410 GmbH


28 02 2019 - 31 03 2019

Revenue 000

Operating expenses 000

Financial results 000

Income tax 000

000

28 02 2019 - 31 03 2019

Profit for the year 000

Items that my be reclassified subsequently to 000

profit or loss

Items that will not be reclassified subsequently to 000

profit or loss

Other comprehensive income for the year net of income tax 000

Total comprehensive income for the year 000

Blitz D19-410 GmbH(from 05 12 2019 till 15 07 2020 Vodafone Towers Germany GmbH since 16 07 2020 Vantage Towers GmbH)

Income statement

(in Euro)

Profit for the year


(in Euro)

F-106

Blitz D19-410 GmbH


ASSETS

(Notes) 31 03 2019 28 02 2019

Current assets

(1) 1250000 1250000

1250000 1250000


(in Euro)


Blitz D19-410 GmbH (from 05 12 2019 till 15 07 2020 Vodafone Towers Germany GmbH since 16 07 2020 Vantage Towers GmbH)


(Notes) 31 03 2019 28 02 2019

Equity (2)

2500000 2500000

-1250000 -1250000

Total equity 1250000 1250000

1250000 1250000

Subscribed capital


F-107

Blitz D19-410 GmbH


Subscribed

Capital Total






Balance at 31 March 2019 12500 12500

(in Euro)



for the period from 28 February 2019 to 31 March 2019

Cash flow from operating activities 0

Cash flow from investing activities 0

Cash flow from financing activities 0

Change in cash and cash equivalents 0

Cash and cash equivalents at beginning of the financial year 12500

Cash and cash equivalents at end of the financial year 12500

28 02 2019 -

31 03 2019


Statement of cash flows

for the period from 28 February 2019 to 31 March 2019(in Euro)

F-108

Blitz D19-410 GmbH



General information Vantage Towers GmbH (herinafter also referred to as Company) has its registered office at Prinzenallee 11-13 40549 DuumlsseldorfGermany since 14 July 2020 and is registered with Duumlsseldorf Local Court under HRB no 85940 The Company was founded on 28 February 2019 as Blitz D19-410 GmbH The registered office of Blitz D19-410 GmbH was from 28 February 2019 to 4 December 2019 co Blitzstart Holding AG Theresienhoumlhe 30 80339 MunichGermany At the shareholders meeting on 2 December 2019 it was resolved to change the Companys name to Vodafone Towers Germany GmbH and to change the registered office to Ferdinand-Braun-Platz 1 40549 DuumlsseldorfGermany The amendments to the Articles of Association became effective upon entry in the Commercial Register on 5 December 2019 Upon entry in the commercial register on 16 July 2020 the Company was renamed Vantage Towers GmbH Vantage Towers GmbH operates and markets the vertical passive network infrastructure for mobile communications The purpose of the Company is the planning construction maintenance operation and financing of the passive tower infrastructure (masts towers service entry masts etc) owned by Vodafone GmbH DuumlsseldorfGermany until the spin-off on 25 May 2020 which can be used to install active radio communication and transmission technology (e g antennas) Before the spin-off the Company was inactive and operated as a shelf company Its business purpose was the management of its own assets Vantage Towers GmbH is a 100 subsidiary of Vodafone GmbH DuumlsseldorfGermany The ultimate parent company of the group is Vodafone Group Plc NewburyUnited Kingdom The reason for the financial statements for the period from 28 February 2019 to 31 March 2019 and for the use of a shorter reporting period is the conversion of the financial year to the period from 1 April 2020 of a year to 31 March 2021 of the following year in order to achieve consistency with the financial year of the Vodafone Group Therefore the Company set up another set of IFRS financial statements for the period from 1 April 2019 to 31 March 2020 whereas for statutory purposes the fiscal year-end was changed from 31 December to 31 March leading to a short fiscal year from 1 January 2020 to 31 March 2020 Effective 1 April 2020 the annual financial statements according to IFRS and to HGB will cover the same period In addition a shorter reporting period is used in order to provide investors with more comparable information and the full view for a complete reporting period in the context of the planned IPO Furthermore in order to avoid the transition from local GAAP to IFRS the financial statements for the period from 28 February 2019 to 31 March 2019 have been prepared in accordance with IFRS Due to its foundation on 28 February 2019 the Company has not prepared annual financial statements until the reporting date 31 March 2019 and therefore no comparative figures are available

F-109

Blitz D19-410 GmbH


Basis of preparation The financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) The financial statements correspond to the period from 28 February 2019 to 31 March 2019 The financial statements have been prepared on the basis of historical acquisition and production costs The income statement was prepared using the nature of expenses method in accordance with IFRS The financial statemens are prepared in Euros

Accounting standards recently issued by the IASB New standards and interpretations not yet applied Various new accounting standards and interpretations have been issued but are not mandatory for the period ending 31 March 2019 and have not been early adopted by the Company The new regulations have no effect on the current financial statements of Vantage Towers GmbH

Accounting policies and notes to the financial statements (1) Cash and cash equivalents Cash and cash equivalents consist of bank balances available on call Bank balances are stated at cost which equals nominal value The cash and cash equivalents reported in the cash flow statement at the end of the reporting period can be reconciled to the corresponding balance sheet items as shown below

31 03 2019

(in Euro)


1250000Cash and cash equivalents

F-110

Blitz D19-410 GmbH


(2) Equity The subscribed capital is stated at nominal value It amounts to Euro 2500000 in the reporting period and half of it was paid up on the opening balance sheet date



F-111



To Blitz D19-410 GmbH (in the interim Vodafone Towers Germany since 16 July 2020

Vantage Towers GmbH)

Opinion

We have audited the financial statements of Blitz D19-410 GmbH (in the interim Vodafone

Towers Germany GmbH since 16 July 2020 Vantage Towers GmbH) Duumlsseldorf for the

period from 28 February 2019 to 31 March 2019 which comprise the income statement and

the statement of comprehensive income for the period from 28 February 2019 to 31 March

2019 and the statement of financial position as at 31 March 2019 statement of changes in

equity for the period from 28 February 2019 to 31 March 2019 and statement of cash flows

for the period from 28 February 2019 to 31 March 2019 and notes to the financial statements

including a summary of significant accounting policies


financial statements for the period from 28 February 2019 to 31 March 2019 comply in all

material respects with the IFRSs as adopted by the EU and in compliance with these

requirements give a true and fair view of the assets liabilities and financial position of the

Company as at 31 March 2019 and of its financial performance for the period from




the financial statements for the period from 28 February 2019 to 31 March 2019


We conducted our audit of the financial statements for the period from 28 February 2019 to





the audit of the financial statements for the period from 28 February 2019 to 31 March 2019rdquo





opinion on the financial statements for the period from 28 February 2019 to 31 March 2019

F-112


Responsibilities of the executive directors for the financial statements for the period from 28 February 2019 to 31 March 2019


period from 28 February 2019 to 31 March 2019 that comply in all material respects with

IFRSs as adopted by the EU and that the financial statements for the period from 28 February

2019 to 31 March 2019 in compliance with these requirements give a true and fair view of

the assets liabilities financial position and financial performance of the Company In addition

the executive directors are responsible for such internal control as they have determined

necessary to enable the preparation of financial statements for the period from 28 February

2019 to 31 March 2019 that are free from material misstatement whether due to fraud or

error

In preparing the financial statements for the period from 28 February 2019 to 31 March 2019

the executive directors are responsible for assessing the Companyrsquos ability to continue as a

going concern They also have the responsibility for disclosing as applicable matters related

to going concern In addition they are responsible for financial reporting based on the going



Auditorrsquos responsibilities for the audit of the financial statements for the period from 28 February 2019 to 31 March 2019


the period from 28 February 2019 to 31 March 2019 as a whole are free from material


our opinion on the financial statements for the period from 28 February 2019 to 31 March

2019







these financial statements for the period from 28 February 2019 to 31 March 2019


audit We also


from 28 February 2019 to 31 March 2019 whether due to fraud or error design and perform audit



F-113





period from 28 February 2019 to 31 March 2019 in order to design audit procedures that are

appropriate in the circumstances but not for the purpose of expressing an opinion on the

effectiveness of these systems of the Company








from 28 February 2019 to 31 March 2019 or if such disclosures are inadequate to modify our

opinion Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos

report However future events or conditions may cause the Company to cease to be able to

continue as a going concern


from 28 February 2019 to 31 March 2019 including the disclosures and whether the financial

statements for the period from 28 February 2019 to 31 March 2019 present the underlying

transactions and events in a manner that the financial statements for the period from 28 February

2019 to 31 March 2019 give a true and fair view of the assets liabilities financial position and

financial performance of the Company in compliance with IFRSs as adopted by the EU






F-114

26 GLOSSARY

ldquoActive Energyrdquo means energy consumed by Active Equipment

ldquoActive Equipmentrdquo means the customersrsquo equipment used to receive and transmitmobile network signals

ldquoActive Sharing Arrangementrdquo means MNOsrsquo sharing of Active Equipment that they install on theGrouprsquos Sites

ldquoactive sharing tenancyrdquo means a tenancy established by the Grouprsquos customerrsquos sharingcounterparty sharing the existing Active Equipment at the SiteCounted as a tenancy in addition to the physical tenancy occupiedby the other partner in the active sharing arrangement

ldquoAdditional Base Sharesrdquo means 22222222 existing ordinary registered shares with no parvalue (Namensaktien ohne Nennbetrag) from the holdings of theExisting Shareholder with the number of the shares to be actuallyplaced with investors subject to the exercise of an upsize optionupon decision of the Existing Shareholder in agreement with theJoint Global Coordinators on the date of pricing based on marketdemand

ldquoAdjusted EBITDArdquo means operating profit before depreciation on lease-related right ofuse assets depreciation amortization and gainslosses on disposalfor fixed assets and excluding impairment losses restructuringcosts arising from discrete restructuring plans other operatingincome and expense and significant items that are not consideredby management to be reflective of the underlying performance ofthe Group

ldquoAdjusted EBITDAaLrdquo means Adjusted EBITDA less recharged capital expenditurerevenue and after depreciation on lease-related right of useassets and deduction of interest on lease liabilities Rechargedcapital expenditure revenue represents direct recharges to Vodafoneof capital expenditure in connection with upgrades to existingSites

ldquoAdjusted EBITDAaL marginrdquo means Adjusted EBITDAaL divided by revenue excludingrecharged capital expenditure revenue

ldquoAdmissionrdquo means the admission of 505782265 existing ordinary registeredshares with no par value (Namensaktien ohne Nennbetrag) totrading on the regulated market segment (regulierter Markt) of theFrankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)

ldquoAggregated Adjusted EBITDAaLrdquo means Adjusted EBITDAaL for the operations in which VantageTowers has a controlling interest plus Vantage Towersrsquo ownershipshare of the Adjusted EBITDAaL of INWIT and Cornerstone

ldquoAktGrdquo means the German Stock Corporation Act (Aktiengesetz)

ldquoAlternative Performance Measuresrdquo means Adjusted EBITDA Adjusted EBITDAaL AdjustedEBITDAaL margin Aggregated Adjusted EBITDAaL RecurringOperating Free Cash Flow Recurring Free Cash Flow Free CashFlow Cash Conversion Net Financial Debt and Net Financial Debtto Adjusted EBITDAaL on a pro forma basis

ldquoAMAPrdquo means Africa Middle East Asia Pacific

ldquoAnalysys Masonrdquo means when referenced as a source certain privatelycommissioned country reports prepared by Analysys Mason onthe Czech Republic Germany Greece Hungary Ireland PortugalRomania and Spain dated 2020 and on the United Kingdom dated2019

G-1

ldquoArticles of Associationrdquo means the Companyrsquos articles of association dated February 82021 and registered with the commercial register (Handelsregister)on February 15 2021

ldquoAudit Committeerdquo means the Supervisory Boardrsquos audit committee

ldquoAudited Six-Month CondensedCombined Interim FinancialStatementsrdquo means the audited condensed combined interim financial statements

of the Group as of and for the six months ended September 302020 prepared in accordance with IFRS and IAS 34

ldquoAudited Unconsolidated GermanGAAP Financial Statementsrdquo means the audited unconsolidated (separate) financial statements of

the Company as of and for the short financial year endedMarch 31 2020 prepared in accordance with German GAAPpursuant to the HGB

ldquoAudited Unconsolidated IFRSFinancial Statementsrdquo means the Audited Unconsolidated IFRS Financial Statements

March 2019 together with the Audited Unconsolidated IFRSFinancial Statements 2020

ldquoAudited Unconsolidated IFRSFinancial Statements 2020rdquo means the audited unconsolidated (separate) financial statements of

the Company as of and for the twelve months ended March 312020 prepared in accordance with IAS 34

ldquoAudited Unconsolidated IFRSFinancial Statements March 2019rdquo means the audited unconsolidated (separate) financial statements of

the Company as of and for the month ended March 31 2019prepared in accordance with IAS 34

ldquoBaFinrdquo means the German Federal Financial Supervisory Authority(Bundesanstalt fuumlr Finanzdienstleistungsaufsicht)

ldquoBase Feerdquo means a base fee of up to 0875 of the gross proceeds from thesale of the Offer Shares where the applicable percentage(s) aredetermined based on the amount of the gross proceeds paid to theUnderwriters by the Existing Shareholder

ldquoBase Sharesrdquo means 88888889 existing ordinary registered shares with no parvalue (Namensaktien ohne Nennbetrag) from the holdings of theExisting Shareholder

ldquoBofA Securitiesrdquo means BofA Securities Europe SA 51 rue La Boeacutetie 75008 ParisFrance LEI 549300FH0WJAPEHTIQ77

ldquoBrexitrdquo means the United Kingdomrsquos exit from the European Union

ldquoBTSrdquo means built-to-suit

ldquocall optionrdquo means options which entitle the Company to acquire shares of theCompany upon the exercise of the option

ldquoCash Conversionrdquo means Recurring Operating Free Cash Flow divided by AdjustedEBITDAaL

ldquoCellnex Q3 2020rdquo means the quarterly results of Cellnex for the period endedSeptember 30 2020 available athttpswwwcellnextelecomcomeninvestor-relationsquarterly-results

ldquoCEOrdquo means Chief Executive Officer

ldquoCETrdquo means Central European Time or Central European Summer Timeas the case may be

G-2

ldquoCFOrdquo means Chief Financial Officer

ldquoClearstreamrdquo means Clearstream Banking AG

ldquoCoderdquo means the German Corporate Governance Code (DeutscherCorporate Governance Kodex) adopted on January 23 2020 andpublished in the German Federal Gazette (Bundesanzeiger) onMarch 20 2020

ldquoCombined Six-Month Grouprdquo means the combined group of entities and business activitiescomprising Vantage Towers GmbH the predecessor entity of theCompany (from May 25 2020) Vantage Towers Spain (fromMarch 18 2020) Vantage Towers Czech Republic (fromSeptember 1 2020) Vantage Towers Portugal (from July 162020) and Vantage Towers Ireland (from June 1 2020)

ldquoCommunications Actrdquo means the United Kingdomrsquos Communications Act 2003

ldquoCompanyrdquo means Vantage Towers AG

ldquoCompany Internal Analysisrdquo means information based on the Grouprsquos own analysis andadjustment or supplementation where necessary of a combinationof publicly available and non-public data including some of whichwas independently commissioned

ldquoCompany Market PositionAssessmentrdquo means market positioning data that is based on the Companyrsquos own

assessment

ldquoCondensed Combined InterimFinancial Statementsrdquo means the Audited Six-Month Condensed Combined Interim

Financial Statements together with the Unaudited Three-MonthCondensed Combined Interim Financial Statements

ldquoConsolidated Marketsrdquo means Germany Spain Greece Portugal the Czech RepublicRomania Hungary and Ireland

ldquoContract Yearrdquo means

(i) in respect of Greece the twelve-month period starting on theeffective date of the agreement and each twelve-month periodthereafter during the duration of the agreement and

(ii) in respect of all other jurisdictions the period starting on theeffective date of the respective agreement and ending onMarch 31 2021 each successive period starting on April 1and ending on March 31 during the duration of the respectiveagreement and the period starting on the last April 1 andending on the date that the respective agreement terminates

ldquoCornerstonerdquo means Cornerstone Telecommunications Infrastructure Limited

ldquoCPIrdquo means consumer price index

ldquoCritical Siterdquo means a Site subject to higher service levels

ldquoCRMrdquo means customer relationship management

ldquoCrystal Almondrdquo means Crystal Almond Sagraverl

ldquoCTHCrdquo means Central Tower Holding Company BV

ldquoCzech Consent Required Sitesrdquo means 1948 Sites used in connection with Vodafone CzechRepublicrsquos towers business that could not be transferred to theGroup in the first phase due to restrictions on subletting to thirdparties in their ground lease agreements

ldquoCzech PMArdquo means the portfolio management agreement in respect of the CzechConsent Required Sites and the Passive Infrastructure thereon

G-3

between Vantage Towers Czech Republic and Vodafone CzechRepublic dated September 1 2020 and as amended onNovember 16 2020

ldquoDASrdquo means distributed antenna systems

ldquoDesignated Directorsrdquo means the equal number of directors designated to the INWITBoard by each INWIT Shareholder

ldquoDiscretionary Feerdquo means a discretionary fee of up to 0875 of the gross proceedsfrom the sale of the Offer Shares where the applicablepercentage(s) are determined based on the amount of the grossproceeds which is in the sole discretion of the Existing Shareholderand the Company

ldquoECCrdquo means the UK Electronics Communications Code

ldquoEECC Coderdquo means the European Electronic Communications Code

ldquoeirrdquo means Eircom Limited

ldquoEMFrdquo means electromagnetic field

ldquoEricsson Mobility Reportrdquo means a report prepared by Ericsson titled ldquoEricsson MobilityReportrdquo dated 2020 available athttpswwwericssoncomenmobility-report

ldquoequity derivativesrdquo means put options call options and combinations of put and calloptions and forward purchase agreements

ldquoESGrdquo means environmental social and governance

ldquoEUrdquo means the European Union

ldquoEU Short Selling Regulationrdquo means Regulation (EU) No 2362012 of the European Parliamentand of the Council of March 14 2012 on short selling and certainaspects of credit default swaps

ldquoEURrdquo or ldquoEurordquo means the legal currency of Germany as (an accounting currency)from January 1 1999 and (as a circulation currency) fromJanuary 1 2002

ldquoEVOrdquo means a Vodafone Group business transformation program thatintroduced a common operator model across the finance supplychain and human resources processes

ldquoExchange Offerrdquo means a public offer or a public solicitation to submit an offer forthe exchange of liquid shares which are admitted to trading on anorganized market within the meaning of the WpUumlG against sharesof the Company

ldquoExchange Sharesrdquo means a public offer or a public solicitation to submit an offer forthe exchange of liquid shares which are admitted to trading on anorganized market within the meaning of the WpUumlG

ldquoExecutiverdquo means a person discharging managerial responsibilities within themeaning of article 3 para 1 No 25 of the MAR

ldquoExisting Shareholderrdquo means Vodafone GmbH a company with limited liability(Gesellschaft mit beschraumlnkter Haftung) organized under the lawsof Germany

ldquoExit Periodrdquo means a period of up to four years (Greece three years for expirytermination by Vodafone Operator five years for termination byVantage Towers) that the Vodafone Operator has from the date ofexpiry or termination of a Vodafone MSA as applicable to removeand relocate any of its equipment from all remaining Sites

G-4

ldquoEYrdquo means Ernst amp Young GmbH WirtschaftspruumlfungsgesellschaftBoumlrsenplatz 1 50667 KoumllnCologne Germany

ldquoFederal Agency for Public Safety andRadio Reportrdquo means a description of the BOS Public Safety Digital Radio

Network from the Federal Agency for Public Safety and RadioFederal Republic of Germany available at httpswwwbdbosbunddeENDigitalradiodigital_radio_nodehtml

ldquoFirst Capital Increaserdquo means the increase in the share capital from EUR 25000 byEUR 274975000 to EUR 275000000 by issuing 274975000new shares in the Company (named Vodafone Towers GermanyGmbH at that time) following the shareholderrsquos resolution onMay 4 2020

ldquoFitch Solutionsrdquo means when referenced as a source certain mobile subscriber dataprepared by Fitch Solutions dated January 2021

ldquoFrankfurt Stock Exchangerdquo means the Frankfurt Stock Exchange (FrankfurterWertpapierboumlrse)

ldquoFree Cash Flowrdquo means Recurring Free Cash Flow less growth and other capitalexpenditure including ground lease optimization and dividendspaid to non-controlling shareholders in subsidiaries plus rechargedcapital expenditure receipts from Vodafone gainslosses fordisposal of fixed assets and dividends received from jointventures and adjusted for changes in non-operating workingcapital and one-off and other items One-off and other itemscomprise impairment losses restructuring costs arising fromdiscrete restructuring plans and other operating income andexpense and significant items that are not considered bymanagement to be reflective of the underlying performance ofthe Group These items are not a recognized term under IFRSOne-off and other items are subject to certain discretion in theallocation of various income and expenses and the application ofdiscretion may differ from company to company One-off and otheritems might also include expenses that will recur in futureaccounting periods

ldquoFWArdquo means fixed wireless access

ldquoGBTrdquo means ground based tower

ldquoGDPRrdquo means the EUrsquos General Data ProtectionRegulation (EU) 2016679

ldquoGerman GAAPrdquo means German generally accepted accounting principles

ldquoGerman Hive-Downrdquo means the transfer of the German Towers Business (TeilbetriebTower) to the Company by way of a hive-down by absorption(Ausgliederung zur Aufnahme) within the meaning ofsec 123(3) ndeg1 of the German Transformation Act(Umwandlungsgesetz)

ldquoGerman Towers Businessrdquo means the German partial operational unit towers business(Teilbetrieb Tower)

ldquoGermanyrdquo means the Federal Republic of Germany

ldquoGlobal Share Certificatesrdquo means the global share certificates representing the Companyrsquosshares which will be deposited with Clearstream Banking AGMergenthalerallee 61 65760 Eschborn Germany

G-5

ldquoGreenshoe Optionrdquo means an option to acquire a number of shares in the Companyequal to the number of Over-Allotment Shares at the Offer Priceless agreed commissions granted by the Existing Shareholder tothe Underwriters

ldquoground lease optimization capitalexpenditurerdquo means the capital expenditure on the ground lease optimization

program

ldquoground lease expenserdquo means depreciation on the lease-related right of use assets andinterest on lease liabilities

ldquoGrouprdquo or ldquoVantage Towers Grouprdquoor ldquoVantage Towersrdquo except as otherwise indicated in this Prospectus means

(i) in the case of statements or information in connection with theAudited Six-Month Condensed Combined Interim FinancialStatements the Combined Six-Month Group

(ii) in the case of statements or information in connection with theUnaudited Three-Month Condensed Combined InterimFinancial Statements (as defined below) the combined groupof entities and business activities comprising the CombinedSix-Month Group as well as Vantage Towers Hungary (fromNovember 1 2020) Vantage Towers Romania (fromNovember 13 2020) CTHC (from December 17 2020)Vantage Towers Greece (from December 22 2020) and the332 shareholding in INWIT (from November 192020) and

(iii) in the case of any other statements or information includingall statements made as of the date of this Prospectus theCompany its consolidated subsidiaries and its equityaccounted investments in INWIT and Cornerstone

ldquoGSMA 2019rdquo means a report prepared by the GSM Association titled ldquoTheEnablement Effect The impact of mobile communications oncarbon emission reductionsrdquo dated December 2019

ldquoGSMA 2020rdquo means an article prepared by the GSM Association titledldquoCOVID-19 Network Traffic Surge Isnrsquot Impacting EnvironmentConfirm Telecom Operatorsrdquo dated May 29 2020

ldquoGuyed Towersrdquo means lattice structures in an equilateral triangular pattern guyedtypically with resistant steel guy wires at different levels

ldquoHGBrdquo means the German Commercial Code (Handelsgesetzbuch)

ldquoIAS 34rdquo means IFRS on interim financial reporting

ldquoIDWrdquo means the Institut der Wirtschaftspruumlfer e V (Institute of PublicAuditors in Germany)

ldquoIFRSrdquo means International Financial Reporting Standards includingIAS and interpretations published by the International AccountingStandards Board (ldquoIASBrdquo) as adopted by the European Union and(Commission Regulation (EC) No 11262008 ofNovember 3 2008 as amended) available athttpswwwifrsorgissued-standards

ldquoIndemnification Agreementrdquo means the indemnification agreement with Vodafone Group Plc andthe Existing Shareholder entered into by the Company on March 82021

G-6

ldquoIndoor Small Cellsrdquo means low-powered radio access nodes typically used tocomplement macro cells to provide indoor coverage andorcapacity which are better suited to smaller or lower footfallvenues

ldquoInitial Termrdquo means the initial term of eight years until November 2028 of eachVodafone MSA

ldquoINWITrdquo means Infrastrutture Wireless Italiane SpA

ldquoINWIT Boardrdquo means the INWIT board of directors

ldquoINWIT Shareholdersrdquo means CTHC and Telecom Italia SPV

ldquoINWIT Shareholdersrsquo Agreementrdquo means the shareholders agreement between Telecom Italia andVEBV dated March 25 2020 and as amended on April 22 2020and June 24 2020 to which Telecom Italia SPV adhered onAugust 3 2020 and CTHC adhered on November 19 2020

ldquoIoTrdquo means internet of things

ldquoIrish Business Transferrdquo means the transfer of Vodafone Ireland Limitedrsquos towers businessto Vantage Towers Limited by way of a business transferagreement dated May 22 2020 with effect from June 1 2020

ldquoISAsrdquo means individual Site agreements

ldquoISINrdquo means International Securities Identification Number

ldquoJoint Bookrunnersrdquo means Barclays Bank Ireland Plc Joh Berenberg Gossler amp CoKG BNP PARIBAS Deutsche Bank Aktiengesellschaft GoldmanSachs Bank Europe SE and Jefferies GmbH

ldquoJoint Global Coordinatorsrdquo means BofA Securities Europe SA Morgan Stanley Europe SE andUBS AG London Branch

ldquoKPIsrdquo means key performance indicators

ldquoKStGrdquo means the German Corporate Income Tax(Koumlrperschaftsteuergesetz)

ldquoLegacy Sitesrdquo means certain existing Sites listed in the Vodafone MSA on itseffective date

ldquoLEIrdquo means Legal Entity Identifier

ldquoLong-Term Mobile Sitesrdquo means transportable passive infrastructure units with a verticalelement capable of hosting active equipment These can be used byVantage Towers to deliver a hosting service while a new Site isdeveloped or to provide a more long-term hosting solution

ldquoLong-Term Services Agreementsrdquo means the long-term services agreements entered into between aVodafone Operator and a local Group operating company in eachof Germany Spain Greece Portugal the Czech RepublicRomania Hungary and Ireland In the case of Greece the long-term services are provided under the same services agreement asthe transitional services

ldquoLPWArdquo means low power wide area

ldquoMampArdquo means mergers and acquisitions

ldquoMacro Sitesrdquo means the physical infrastructure either ground-based or located onthe top of a building where communications equipment is placedto create a cell in a mobile network including Streetworks andLong-Term Mobile Sites

G-7

ldquomaintenance capital expenditurerdquo means capital expenditure required to maintain and continue theoperation of the existing tower network and other PassiveInfrastructure excluding capital investment in new Sites orgrowth initiatives

ldquoManagement Boardrdquo means the Companyrsquos management board (Vorstand)

ldquoMARrdquo means Regulation (EU) No 5962014 of the European Parliamentand of the Council of April 16 2014 on market abuse

ldquoMBNLrdquo means Mobile Broadband Network Limited

ldquoMCAsrdquo means multi-currency agreements

ldquoMDrdquo means a managing director that heads a local Group operatingcompany

ldquoMicro Sitesrdquo means DAS Sites repeater Sites and Small Cell Sites

ldquoMNOrdquo means mobile network operator

ldquoMorgan Stanleyrdquo means Morgan Stanley Europe SE Groszlige Gallusstraszlige 18 60312Frankfurt am Main Germany LEI 54930056FHWP7GIWYY08

ldquoMSArdquo means master services agreement

ldquoMSA Exit Allowancerdquo means that Vodafone Operator may in each Contract Yearterminate up to 05 of the total number of Site agreements ineffect at the beginning of that Contract Year

ldquoMVNOrdquo means mobile virtual network operator

ldquoNet Asset Valuerdquo means the total assets less current liabilities and non-currentliabilities as shown in the Unaudited Three-Month CondensedCombined Interim Financial Statements

ldquoNet Financial Debtrdquo means long-term borrowings short-term borrowings borrowingsfrom Vodafone Group companies and mark-to-market adjustmentsless cash and cash equivalents and short-term investments andexcluding lease liabilities

ldquoNet Financial Debt to AdjustedEBITDAaLrdquo means Net Financial Debt divided by Adjusted EBITDAaL for a

rolling 12-month period

ldquoNew FTTrdquo means the final proposal announced by the German FederalFinance Minister on December 9 2019 for a Directive for afinancial transaction tax implemented by way of the enhancedcooperation mechanism to nine other participating EU memberstates

ldquonew Site capital expenditurerdquo means capital expenditure in connection with the construction ofnew BTS Sites

ldquoNOCrdquo means network operations center

ldquoNon-IFRS Measuresrdquo means Adjusted EBITDA Adjusted EBITDAaL AdjustedEBITDAaL margin Recurring Operating Free Cash FlowRecurring Free Cash Flow Free Cash Flow Cash Conversionand Net Financial Debt on a combined basis

ldquoNon-MNOrdquo means other than mobile network operator

ldquoNRAsrdquo means national regulatory authorities

ldquoNSSrdquo means network stock solution

ldquoOampMrdquo means operations and maintenance

ldquoOfcomrdquo means the Office of Communications the national regulatoryauthority for communications in the United Kingdom

G-8

ldquoOffer Periodrdquo means the period during which investors may submit purchaseorders for the Offer Shares to commence on March 9 2021 and toexpire on March 17 2021

ldquoOffer Pricerdquo means the placement price of the Offer Shares

ldquoOffer Sharesrdquo means together the Base Shares the Additional Base Shares andthe Over-Allotment Shares

ldquoOfferingrdquo means the offering of 124444444 ordinary registered shares of theCompany with no par value (Namensaktien ohne Nennbetrag) eachsuch share representing a notional value of EUR 100 in theCompanyrsquos share capital and full dividend rights in Euros as ofApril 1 2020

ldquoOmdia 2019-2024 Forecastrdquo means a report prepared by Omdia titled ldquoOvum Mobile Backhauland Fronthaul Forecast 2019ndash24rdquo dated November 2019

ldquoOmdia Mobile Penetrationrdquo means certain mobile penetration data prepared by Omdia datedOctober 2020

ldquoOmdia Mobile Subscribersrdquo means certain mobile subscriber data prepared by Omdia datedOctober 2020

ldquoOriginal INWIT Boardrdquo means the INWIT Board composed of 13 members of which fivewere designated by Telecom Italia and five were designated byVEBV with effect from March 31 2020

ldquoother growth capital expenditurerdquo means capital expenditure linked to initiatives to grow earningsincluding but not limited to upgrade capital expenditure to enablenon-Vodafone tenancies efficiencies investments and DASindoorSmall Cell roll out as well as the residual portion of capitalexpenditure in connection with upgrades to existing Sites that isnot recharged directly to tenants

ldquoOver-Allotmentrdquo means the allocation of Over-Allotment Shares as part of theallocation of the Offer Shares

ldquoOver-Allotment Sharesrdquo means 13333333 existing ordinary registered shares with no parvalue from the holdings of the Existing Shareholder in connectionwith a possible over-allotment

ldquoPassive Energyrdquo means energy consumed by the Grouprsquos own Passive Infrastructure

ldquoPassive Infrastructurerdquo means an installation comprising a set of different elements locatedat a Site and used to provide support to the Active Equipmentincluding amongst others vertical support structures includingmasts towers tower foundations substructures and antennasupports (excluding bracketry) civil infrastructure (includingsteelworks) and related works storage surfaces or sheltersaccess surveillance and security systems safety installations andprotective devices

ldquopassive sharingrdquo means MNOsrsquo sharing of Passive Infrastructure

ldquoPBrdquo means petabyte

ldquoPerformance Periodrdquo means a performance period of three years

ldquophysical tenancyrdquo means the installation of Active Equipment on a Site

ldquoPMArdquo means portfolio management agreement

ldquoPMA Equipment Servicesrdquo means the following services provided by Vantage Towers CzechRepublic in respect of Passive Infrastructure located on the CzechConsent Required Sites (i) space management (ii) Sitemodifications (iii) Site access management and OampM servicesand (iv) EMF management (at Vodafone Czech Republicrsquos option)

G-9

ldquoPolicy Compliance Frameworkrdquo means Vodafonersquos policy compliance framework

ldquoPoPrdquo means point of presence When they are hosted by Vantage Towersor another named tower company the Group refers to PoPs astenancies and except where otherwise noted these are hosted onMacro Sites

ldquoPortfolio Management Agreementsrdquo means the portfolio management agreements entered into in theCzech Republic and Romania ie the Czech PMA and theRomanian PMA

ldquoPPDRrdquo means public protection and disaster relief

ldquoPrice Rangerdquo means the Price Range within which purchase orders may beplaced per Offer Share

ldquoProcurement Agreement GovernanceBodyrdquo means Vodafone Grouprsquos Supply Chain Management Board

ldquoProcurement Agreementsrdquo means the procurement agreements entered into between Groupcompanies and the VPC

ldquoProspectusrdquo means this prospectus dated March 8 2021

ldquoProspectus Regulationrdquo means Regulation (EU) No 20171129 of the European Parliamentand of the Council of June 14 2017

ldquoput optionrdquo means the option which requires the Company to acquire shares ofthe Company upon the exercise of the option

ldquoQIBsrdquo means qualified institutional buyers as defined in Rule 144A

ldquoRANrdquo means radio access network

ldquorecharged capital expenditurerdquo means upgrade capital expenditure recharged to tenants

ldquorecharged capital expenditurerevenuerdquo means direct recharges to Vodafone of capital expenditure in

connection with upgrades to existing Sites

ldquoRecurring Free Cash Flowrdquo means Recurring Operating Free Cash Flow less tax paid andinterest paid and adjusted for operating working capital

ldquoRecurring Operating Free CashFlowrdquo means Adjusted EBITDAaL plus depreciation on lease-related right

of use assets and interest on lease liabilities less cash lease costsand maintenance capital expenditure On a pro forma basis cashlease costs are calculated based on the sum of depreciation onlease-related right of use assets and interest on lease liabilities thatwere incurred by the Group excluding the effects from leasereassessment of the IFRS 16 lease liability and right of use asset onthe sum of the associated depreciation on lease-related right of useassets and interest on lease liabilities which have a non-cashimpact in the respective period

ldquoRegulation Srdquo means Regulation S under the Securities Act

ldquoRelationship Agreementrdquo means the relationship agreement entered into by Company andVodafone Group Plc that governs certain general principlesregarding the future relationship and cooperation between theCompany and Vodafone Group Plc

ldquoRelevant Staterdquo means each Member State of the European Economic Area and theUnited Kingdom

ldquoRemedy Periodrdquo means a six-month remedy period generally given to the Groupcompany to fix breaches under the Vodafone MSA

G-10

ldquoReorganizationrdquo means the process by which the Vantage Towers Group wasestablished

ldquoRevolving Credit Facilityrdquo means the EUR 300 million senior unsecured revolving creditfacility entered into by the Company on February 12 2021

ldquoRights and Financial Instrumentsrdquo means (i) any share (including shares of different classes or shareswith particular voting rights) any capital instrument equity orfinancial instrument warrant option right right of subscription orother financial instruments incorporating the right (also future andconditional) to subscribe purchase sell any share or any of theabove-mentioned financial instruments even if not exercisable andwhich has the effect of granting the right to contribute to thedesignation of the members of the management body and (ii) anyobligation debt or other securities convertible into or exchangeablewith the shares or other instruments referred to in (i) issuedconvertible or non-convertible or exchangeable pursuant to (i) inany case issued from time to time by that person or any other right(contractual or statutory) in any of the foregoing

ldquoRisk Management Frameworkrdquo means Vodafonersquos risk management global framework

ldquoRomania Registration RequiredAssetsrdquo means the 1257 GBTs including 15 GBTs under construction as

of May 31 2020 (the balance sheet cut-off date) used inconnection with Vodafone Romaniarsquos towers business that couldnot transfer to the Group in the first phase because they requireregistration with the local land registry before they can be legallytransferred to a third-party including to Vantage Towers Romania

ldquoRomanian PMArdquo means the portfolio management agreement in respect of theRomania Registration Required Sites between Vantage TowersRomania and Vodafone Romania dated November 16 2020 and asamended on December 7 2020

ldquoRTTrdquo means rooftop tower

ldquoRule 144Ardquo means Rule 144A under the Securities Act

ldquoSErdquo means a European stock corporation (Societas Europaea)

ldquoSecond Capital Increaserdquo means the further increase of the share capital fromEUR 275000000 by EUR 189504358 to EUR 464504358 byissuing 189504358 new shares in the Company resolved by theshareholdersrsquo meeting of the Company (named Vantage TowersGmbH at that time) on November 17 2020

ldquoSecurities Actrdquo means the United States Securities Act of 1933

ldquoSelected Towers Business FinancialInformationrdquo means certain unaudited selected financial information of the

Towers Business for the twelve months ended March 31 2018March 31 2019 and March 31 2020

ldquoSenior Facilitiesrdquo means the Term Loan Facility together with the Revolving CreditFacility

ldquoSettlement Agreementrdquo means the refinancing of the shareholdersrsquo loan from the settlementagreement dated January 7 2021 between Cornerstone TelefoacutenicaUK and Vodafone UK

ldquoSiterdquo means the Passive Infrastructure on which Active Equipment ismounted as well as its physical location

ldquoSmall Cellsrdquo means low-powered radio access nodes typically used tocomplement macro cells in areas of high traffic concentrationwhich have smaller cell radii than macro cells

G-11

ldquoSOXrdquo means the US Sarbanes-Oxley Act of 2002

ldquoSpecial Sharerdquo means the new class of share issued by CTHC and held by VEBV

ldquoSRNrdquo means shared rural network

ldquoStabilization Managerrdquo means Morgan Stanley Europe SE Groszlige Gallusstraszlige 1860312 Frankfurt am Main GermanyLEI 54930056FHWP7GIWYY08

ldquoStabilization Measuresrdquo means over-allotments and stabilization measures taken by theStabilization Manager in accordance with article 5 paras 4 and 5of the MAR in conjunction with articles 5 through 8 ofCommission Delegated Regulation (EU) 20161052 of March 82016 to provide support for the market price of the Companyrsquosshares thus alleviating sales pressure generated by short-terminvestors and maintaining an orderly market in the Companyrsquosshares

ldquoStabilization Periodrdquo means the period from the date the Companyrsquos shares commencetrading on the regulated market (regulierter Markt) of the FrankfurtStock Exchange (Frankfurter Wertpapierboumlrse) ending no laterthan 30 calendar days thereafter

ldquoStrategic Siterdquo means a Site that is of strategic importance to a Vodafone Operatorfrom a network management perspective

ldquoStreetworksrdquo means compact and visually discreet monopole masts that are usedto provide infill coverage increased capacity or general coverage inurban areas as an alternative to RTTs

ldquoSubsequent Change of Controlrdquo means if a competitor of Vodafone acquires control of the VantageTowers Group company that is party to the agreement in atransaction that other than in Greece takes place after VodafoneGroup Plc has itself given up control of the subject Groupcompany in a previous transaction

ldquoSupervisory Boardrdquo means the Companyrsquos supervisory board (Aufsichtsrat)

ldquoSupport Agreementsrdquo means the support agreements between Group companies andVodafone Group Services Limited

ldquoTelecom Italiardquo means Telecom Italia SpA

ldquoTelecom Italia SPVrdquo means Daphne 3 SpA

ldquoTelefoacutenica UKrdquo means Telefoacutenica UK Limited

ldquotenanciesrdquo means customer points of presence hosted on Macro Sites unlessotherwise noted including physical tenancies and active sharingtenancies

ldquotenancy ratiordquo means the total number of tenancies (including physical tenanciesand active sharing tenancies) on the Grouprsquos Macro Sites dividedby the total number of Macro Sites Therefore the Grouprsquos tenancyratio counts two tenancies where the physical tenant (Vodafone oranother MNO) is actively sharing on a Macro Site

ldquotenantsrdquo means customers

ldquoTerm Loan Facilityrdquo means the EUR 24 billion senior unsecured term loan facilityentered into by the Company on February 12 2021

ldquoTETRArdquo means terrestrial trunked radio

G-12

ldquoThird Capital Increaserdquo means the further increase of the share capital fromEUR 464504358 by EUR 41277907 to EUR 505782265 byissuing 41277907 new shares in the Company resolved by theshareholdersrsquo meeting of the Company (named Vantage TowersGmbH at that time) on January 7 2021

ldquoTIMSrdquo means Tower Information Management System

ldquoTowers Businessrdquo means the business carried out by Vodafonersquos European towerinfrastructure assets in Germany Spain Portugal Romania theCzech Republic Hungary and Ireland

ldquoTowerXchange Europe Report 2019rdquo means a report prepared by TowerXchange titled ldquoTowerXchangeEurope report 2019rdquo dated 2019

ldquoTowerXchange Report 2020rdquo means a report prepared by TowerXchange titled ldquoTowerXchangeIssue 29rdquo dated July 2020

ldquoTransitional Services Agreementsrdquo means the transitional services agreements entered into between theVodafone Operator and the local Group operating company in eachof Germany Spain Portugal Romania Hungary and Ireland In thecase of Greece the transitional services are provided under thesame services agreement as the long-term services

ldquoTSRrdquo means total shareholder returns

ldquoUBSrdquo means UBS AG London Branch 5 Broadgate London EC2M 2QSUnited Kingdom LEI BFM8T61CT2L1QCEMIK50

ldquoUmwGrdquo means the German Transformation Act (Umwandlungsgesetz)

ldquoUnaudited Pro Forma FinancialInformationrdquo means the unaudited selected financial information of the Towers

Business for the twelve months ended March 31 2020 as if theReorganization had occurred on April 1 2019 for purposes of thepro forma consolidated income statements of the Group for thetwelve months ended March 31 2020 and the nine months endedDecember 31 2020 or on December 31 2020 for the pro formaconsolidated statement of financial position of the Group as ofDecember 31 2020

ldquoUnaudited Three-Month CondensedCombined Interim FinancialStatementsrdquo means the unaudited condensed combined interim financial

statements of the Group prepared as of and for the three monthsended December 31 2020 prepared in accordance with IAS 34

ldquoUnderwritersrdquo means the Joint Global Coordinators together with the JointBookrunners

ldquoUnderwriting Agreementrdquo means the Underwriting Agreement between the Company theExisting Shareholder and the Underwriters dated March 8 2021

ldquoUnited Statesrdquo or ldquoUSrdquo means the United States of America

ldquoupgrade capital expenditurerdquo means capital expenditure in connection with upgrades to existingSites

ldquoUpsize Optionrdquo means the full exercise of the upsize option

ldquoVantage Towersrdquo see definition of ldquoGrouprdquo

ldquoVantage Towers Czech Republicrdquo means Vantage Towers sro

ldquoVantage Towers Czech Republic 2rdquo means Vantage Towers 2 sro

ldquoVantage Towers Greecerdquo means Vantage Towers SA

G-13

ldquoVantage Towers Greece Call Optionrdquo means the call option granted by Crystal Almond to VEBV underthe terms of a share purchase agreement dated December 21 2020to acquire the remaining 38 of Vantage Towers Greece fromCrystal Almond for EUR 287500000 in cash expiring onDecember 31 2021

ldquoVantage Towers Grouprdquo see definition of ldquoGrouprdquo

ldquoVantage Towers Hungaryrdquo means Vantage Towers Zrt

ldquoVantage Towers Irelandrdquo means Vantage Towers Limited

ldquoVantage Towers Portugalrdquo means Vodafone Towers Portugal SA

ldquoVantage Towers Romaniardquo means Vantage Towers SRL

ldquoVantage Towers Spainrdquo means Vantage Towers SL

ldquoVEBVrdquo means Vodafone Europe BV

ldquoVGSLrdquo means Vodafone Group Services Limited

ldquoVHESLrdquo means Vodafone Holdings Europe SL

ldquoVictusrdquo means Victus Networks SA

ldquoVIHBVrdquo means Vodafone International Holdings BV

ldquoVodafonerdquo means Vodafone Group Plc together with its consolidatedsubsidiaries

ldquoVodafone BTS Commitmentrdquo means Vodafonersquos commitment to contract for the construction ofapproximately 6850 new BTS Sites across the Grouprsquos marketsbetween April 1 2021 and March 31 2026 except in Greecewhere the commitment is to contract for the construction of250 new BTS Sites between November 17 2020 andNovember 16 2025

ldquoVodafone Contractsrdquo means the Vodafone MSAs Transitional Services Agreements andLong-Term Services Agreements entered into with a correspondinglocal Vodafone operating company

ldquoVodafone Czech Republicrdquo means Vodafone Czech Republic as

ldquoVodafone Germanyrdquo means Vodafone GmbH

ldquoVodafone Germany MCArdquo means the multi-currency agreement with Vodafone Germany

ldquoVodafone Greek TowerCordquo means Vodafone Greece Towers SA

ldquoVodafone Grouprdquo means Vodafone Group Plc a public limited company incorporatedin England and Wales and its consolidated subsidiaries

ldquoVodafone Hungaryrdquo means Vodafone Magyarorszaacuteg Taacutevkoumlzleacutesi Zrt

ldquoVodafone Investments Loanrdquo means the EUR 2290000000 loan drawn by the Company underthe EUR 3 billion loan facility agreement entered into by theCompany with Vodafone Investments on November 20 2020

ldquoVodafone Irelandrdquo means Vodafone Ireland Limited

ldquoVodafone Italyrdquo means Vodafone Italia SpA

ldquoVodafone MSAsrdquo means the MSAs entered into between members of the VodafoneGroup and members of the Group in each of the Grouprsquos markets

ldquoVodafone MSA Servicesrdquo means (i) hosting services (ii) energy services (iii) Sitemodification services (iv) BTS services (v) Site access andOampM services and (vi) EMF services (other than in Greece)which the Group companies provide the Vodafone Operators withpursuant to the Vodafone MSAs

G-14

ldquoVodafone Operatorrdquo means a local Vodafone operating company

ldquoVodafone Portugalrdquo means Vodafone PortugalmdashComunicaccedilotildees Pessoais SA

ldquoVodafone Romaniardquo means Vodafone Romania SA

ldquoVodafone Spainrdquo means Vodafone Espantildea SAU

ldquoVodafone UKrdquo means Vodafone Limited

ldquoVPCrdquo means Vodafone Procurement Company Sagraverl

ldquoVPC Deliverablerdquo means any product third-party service system or material suppliedcreated or performed by the VPC or otherwise agreed that areincluded in the VPC price book and offered by the VPC on thestandard model to the Group company

ldquoVSSBrdquo means Vodafone Shared Services Budapest Private LimitedCompany

ldquoVSSB MCAsrdquo means multi-currency agreements with VSSB

ldquoWind Hellasrdquo means Wind Hellas Telecommunications SA

ldquoWind Hellas Greek TowerCordquo means Crystal Almond Towers Single Member SA

ldquoWKNrdquo means the German Securities Code (Wertpapierkennnummer)

ldquoWpHGrdquo means the German Securities Trading Act(Wertpapierhandelsgesetz)

ldquoWpUumlGrdquo means the German Securities Acquisition and Takeover Act(Wertpapiererwerbs- und Uumlbernahmegesetz)

G-15

27 RECENT DEVELOPMENTS AND OUTLOOK

271 Recent Developments

On January 7 2021 the shareholdersrsquo meeting of the Company (named Vantage Towers GmbH at thattime) resolved to further increase the share capital by issuing 41277907 new shares in the Company Thecapital increase was carried out by the payment of cash by Vodafone Germany to the Company in considerationfor Vodafone Germany receiving 41277907 new shares in the Company The consummation of the capitalincrease was registered with the commercial register (Handelsregister) of the Company at the local court(Amtsgericht) of Duumlsseldorf Germany on January 14 2021

On January 11 2021 the Company acquired loan note agreements from Vodafone Greek TowerCo WindHellas Greek TowerCo and Vantage Towers Czech Republic as respective borrowers

On January 14 2021 CTHC acquired Vodafone UKrsquos 50 shareholding in Cornerstone by way of a sharepurchase agreement dated January 6 2021 At this time the process by which Vantage Towers was establishedwas completed


On February 12 2021 the Company entered into (i) a EUR 24 billion senior unsecured term loan facilityand (ii) a EUR 300 million senior unsecured revolving credit facility See ldquo16214 Senior Facilitiesrdquo for moreinformation As of the date of this Prospectus the Senior Facilities were undrawn

On February 24 2021 the Vantage Towers Greece Call Option was triggered by the publication of theldquoIntention to Floatrdquo announcement in respect of Vantage Towers AG CTHC is expected to acquire theremaining 38 of Vantage Towers Greece for consideration of EUR 288 million and any adjustment requiredas a result of the standard closing mechanism seven calendar days after the Admission

272 Outlook

2721 Consolidated Markets

The Grouprsquos performance during the twelve months ending March 31 2021 is expected to be in line withexpectations and driven primarily by growth in tenancies and Macro Sites The Company expects growth tobegin to increase as the Vodafone BTS Commitment program and the Grouprsquos other BTS commitments build torun-rate and new tenancies begin to contribute to its performance Following positive results from its initialpilot programs the Grouprsquos ground lease optimization program to reduce costs has also begun in six countriesWhile the Grouprsquos margins are stable and in line with expectations they are expected to improve through theprogram although it is not expected to have a meaningful impact on margins during the twelve months endingMarch 31 2021 or 2022 For more information see ldquo136 Key Factors Affecting the Grouprsquos Results ofOperationsrdquo

For the twelve months ending March 31 2021 the Company expects that pro forma revenue (excludingrecharged capital expenditure revenue) would have been in the range of EUR 955 million to EUR 970 millionif the Reorganization had completed as of April 1 2019 During this period the Group is targeting an averagetenancy ratio of approximately 138x across the Vantage Towers Consolidated Markets In the medium termthe Company expects revenue (excluding recharged capital expenditure revenue) to grow at a mid-single digitcompound annual growth rate In the medium term the Group is targeting a tenancy ratio in excess of 150x

The Company expects that pro forma Adjusted EBITDAaL for the twelve months ending March 31 2021would have been between EUR 520 million and EUR 530 million if the Reorganization had completed as ofApril 1 2019 The Grouprsquos deployment of committed new BTS Sites and addition of new tenancies areexpected to have a meaningful impact on Adjusted EBITDAaL margins from the twelve months endingMarch 31 2023 In the medium term the Company expects to achieve an Adjusted EBITDAaL margin in thehigh fifty percentages accounting for the fact that certain of its costs such as new Site operating costsincremental support costs for current BTS commitments and the renegotiation of certain maintenance contractsare expected to increase at rates above those in the past andor above the rate of inflation New BTS Sitescommitted by Vodafone between the twelve months ending March 31 2022 and March 31 2026 are expected

R-1

to contribute run-rate incremental Adjusted EBITDAaL of approximately EUR 130 million by March 31 2027with new Site capital expenditure of approximately EUR 1 billion

The Company expects pro forma Recurring Free Cash Flow would have been between EUR 375 millionand EUR 385 million for the twelve months ending March 31 2021 if the Reorganization had completed as ofApril 1 2019 In the medium term the Company expects Recurring Free Cash Flow to grow at a mid- to high-single-digit compound annual growth rate

For the twelve months ending March 31 2021 the Company intends to declare an annual dividend ofEUR 280 million (including 60 of INWITrsquos declared dividend for its fiscal year ended December 31 2020)which it intends to pay in July 2021 Going forward the Company intends to pay an ordinary dividend basedon 60 of the sum of Recurring Free Cash Flow and dividends received from INWIT and Cornerstone subjectto the availability of distributable profit (Bilanzgewinn) and legal restrictions with respect to the distribution ofprofits and available funds

The Company is targeting Net Financial Debt of approximately EUR 21 billion and a Net Financial Debtto Adjusted EBITDAaL ratio of 40x as of March 31 2021 Over the medium term the Company is aiming tomaintain a 40x Net Financial Debt to Adjusted EBITDAaL ratio Assuming the capacity to invest in organicgrowth beyond the business plan andor strategic MampA up to a Net Financial Debt to Adjusted EBITDAaLratio of 55x the Group has EUR 1 billion of leverage capacity with additional meaningful financing capacityfrom potential future equity issuances The Group will retain the flexibility to exceed this ratio for disciplinedcapital investment

For guidance on the Grouprsquos planned and future capital expenditure see ldquo13932 Ongoing and PlannedCapital Expenditurerdquo above

By March 31 2021 the Company expects its operational working capital to normalize following thecompletion of the Reorganization and the Vodafone MSAs coming into full operation Over the medium termthe Company expects that its operational working capital will average approximately 12 to 15 of revenue(excluding recharged capital expenditure revenue) The Company also expects movements in net workingcapital to average single digit Euro million annual outflows over the medium term In the near term theCompanyrsquos non-operational working capital movements are expected to have a net positive impact on FreeCash Flow as new Site capital expenditure related to the Grouprsquos BTS commitments increases Over themedium term the Company expects its non-operational working capital to vary due to the impact of growthcapital expenditures

In setting its forecast for the twelve months ending March 31 2021 and its medium-term targets theCompany has assumed among other things that

bull Global economic conditions are broadly consistent with those experienced during the twelve monthsended March 31 2020

bull There will be no material changes in the legal and regulatory framework or regulatory actions towhich the Group is or may become subject including EU national state and local law and regulationgoverning telecommunications and the construction and operation of telecommunications Sitesincluding spectrum obligations Further the Company assumes no significant adverse effects resultingfrom political legislative and other regulatory matters including Brexit The Company also assumesthat inflation will not exceed the cap on inflation-linked revenue in the Vodafone MSAs and some ofits other customer contracts

bull Vodafone will fulfill its obligations and service provisions under the Vodafone MSAs Long-TermServices Agreements and Support Agreements and that there are no terminations of any of theseagreements The Company assumes that the services provided under the Long-Term ServicesAgreements will be provided at rates calculated according to charging principles based on cost plus amark-up in line with the Organization for Economic Co-operation and Development transfer pricingguidelines for multinational enterprises and tax administrations It further assumes that charges underthe Support Agreements will be calculated based on the allocation of costs between service recipiententities

bull The Group is able to obtain financing for its capital expenditure at rates comparable to those that itcan currently access

bull There will not be any material changes to the Grouprsquos ground lease cost base as a result of significantchanges in the competitive or legislative landscape which result in material changes to the way in

R-2

which the Group is able to secure its ground leases non-renewal or renewal on commerciallyunattractive terms of its ground leases or as a result of general disputes with landowners

bull The Group implements its cost efficiencies in line with its strategy See ldquo163 Strategyrdquo

bull The roll out of the Grouprsquos tower deployment and decommissioning plans will proceed as describedin this Prospectus The Company further assumes that revenues will be recognized in line with MSAand MNO contract rates and the Relationship Agreement will not be terminated for any reason

bull There are no any significant additional assets entities or equity investments incorporated into theGroup subsequent to the Reorganization nor that there are any divestments from the Group

bull The Grouprsquos separation from Vodafone and its establishment as a new stand-alone mobiletelecommunications tower infrastructure operator will proceed as planned with no significantoperational disruption caused to the underlying business of the Group

The Companyrsquos forecasts for the twelve months ending March 31 2021 and medium term guidanceincluded above do not include the equity investment in Cornerstone

2722 Cornerstone

In the medium term Cornerstone is targeting a revenue (excluding business rates and recharged capitalexpenditure revenue) compound annual growth rate in the low single digits and a Recurring Free Cash Flowcompound annual growth rate in the mid-single digits The key near-term driver is new committed passivetenancies and new build Macro Sites for Vodafone UK and Telefoacutenica UK on which Cornerstone is expectedto invest approximately GBP 130 million through the 12 months ending March 31 2025 This program isexpected to generate GBP 175 million of Adjusted EBITDAaL by the twelve months ending March 31 2026The revenue outlook also includes a small negative impact from the ECC discount mechanism in the MSA

The Company believes that incremental passive tenancies and the BTS commitment will driveCornerstonersquos Adjusted EBITDAaL margin in the near term and that the impact of the ECC and new third-party colocations will drive margins in the medium to long term However Cornerstonersquos medium-term outlookdoes not assume a material contribution from the impact of the ECC

Over the medium term the Company estimates that Cornerstone will incur approximately GBP 10 millionof capital expenditure on one-off set-up costs and efficiency investments approximately GBP 10 million toGBP 20 million of recharged capital expenditure per year and approximately GBP 10 million toGBP 20 million per year in other capital expenditure The Company and Telefoacutenica UK intend to maintaina leverage ratio of between 30x and 40x Net Financial Debt to Adjusted EBITDAaL and to refinance existingloans with third-party financial debt It is expected that Cornerstonersquos leverage ratio will increase to themidpoint of this range as working capital normalizes Cornerstone will maintain this level of leverage with adividend policy of distributing all excess cash and making additional distributions from time to time in order tomaintain leverage (subject to not exceeding the target leverage) The Company expects dividends to increaseover time to approximately 80 of Recurring Free Cash Flow

R-3

TABLE OF CONTENTS

Page

I SUMMARY OF THE PROSPECTUS S-1II ZUSAMMENFASSUNG DES PROSPEKTS S-81 RISK FACTORS 111 Risks Related to the Grouprsquos Business and Industry 112 Legal Regulatory and Tax Risks 1313 Risks Related to the Grouprsquos Separation from Vodafone 1614 Risks Related to the Shares and the Listing 202 GENERAL INFORMATION 2321 Responsibility for the Contents of this Prospectus 2322 Purpose of this Prospectus 2423 Validity of this Prospectus 2424 Forward-Looking Statements 2425 Presentation of Financial Information 2526 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a

Pro Forma Basis 3027 INWIT Public Disclosure 3228 Cornerstone Financial Information 3229 Negative Numbers and Rounding 32210 Note on Currency 32211 Sources of Market Data 33212 Documents Available for Inspection 34213 Time Specifications 35214 Enforcement of Civil Liabilities 353 REORGANIZATION 3631 German Reorganization 3832 The Acquisition of the Towers Business (Other than the German Towers Business) by

the Company from VEBV 3933 Change of the Legal Form of the Company 4234 Acquisition of the Remaining 38 of Vantage Towers Greece by CTHC 424 THE OFFERING 4341 Subject Matter of the Offering 4342 Price Range Offer Period Offer Price and Allotment and Payment 4443 Expected Timetable for the Offering 4544 Information on the Shares 4645 Identification of Target Market 4746 Transferability of Shares and Lock-Up 4747 Existing Shareholder 4848 Allotment Criteria 4849 Cornerstone Investment 48410 Irrevocable Investment 48411 Stabilization Measures Over-Allotments and Greenshoe Option 48412 Lock-Up Agreement and Limitations on Disposal 49413 Admission to the Frankfurt Stock Exchange and Commencement of Trading 50414 Designated Sponsors 50415 Interests of Parties Participating in the Offering 515 PROCEEDS OF THE OFFERING AND COSTS OF THE OFFERING AND LISTING 526 REASONS FOR THE OFFERING AND LISTING AND USE OF PROCEEDS 537 DILUTION 548 DIVIDEND POLICY 5581 General Provisions Relating to Profit Allocation and Dividend Payments 5582 Dividend Policy 569 CAPITALIZATION INDEBTEDNESS AND STATEMENT ON WORKING CAPITAL 5791 Capitalization 5792 Indebtedness 5893 Indirect and Contingent Indebtedness 5894 Statement on Working Capital 58

i

Page

95 No Significant Change 5810 UNAUDITED PRO FORMA FINANCIAL INFORMATION 60101 Introduction 60102 Historical Financial Information Included in the Unaudited Pro Forma Financial

Information 61103 Basis of Preparation 62104 Pro Forma Assumptions 63105 Pro Forma Consolidated Income Statement of the Group for the Twelve Months Ended

March 31 2020 66106 Pro Forma Consolidated Income Statement of the Group for the Nine Months Ended

December 31 2020 73107 Pro Forma Consolidated Statement of Financial Position of the Group as of

December 31 2020 82108 Examination Report 8311 NON-IFRS MEASURES ON A COMBINED BASIS 85111 Summary 85112 Reconciliation of Non-IFRS Measures 86113 Segmental Non-IFRS Measures on a Combined Basis 88114 Reconciliations of Segmental Non-IFRS Measures on a Combined Basis 8912 ALTERNATIVE PERFORMANCE MEASURES ON A PRO FORMA BASIS 92121 Summary 92122 Reconciliation of Alternative Performance Measures on a Pro Forma Basis 93123 Segmental Alternative Performance Measures on a Pro Forma Basis 96124 Reconciliations of Segmental Alternative Performance Measures on a Pro Forma Basis 97125 Consolidated Income Statements of the Group on a Pro Forma Basis by Segment 99126 Revenue Breakdown by Customer for the Twelve Months ended March 31 2020 on a

Pro Forma Basis 10413 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS 105131 Overview 105132 Overview of the Grouprsquos Combined Financial Performance 105133 The Vantage Towers Condensed Combined Interim Financial Statements 106134 Segment Reporting 108135 The Vantage Towers Business Model 108136 Key Factors Affecting the Grouprsquos Results of Operations 111137 Results of OperationsmdashCombined Income Statement 118138 Discussion of Combined Statement of Financial Position 122139 Liquidity and Capital Resources 1231310 Pension Liabilities 1261311 Financial Liabilities Contingent Liabilities and Commitments 1271312 Quantitative and Qualitative Disclosures about Financial Risk Management 1271313 Critical Accounting Policies 1271314 Additional Information regarding the Audited Unconsolidated Financial Information 12714 PROFIT FORECAST 129141 Basis of Preparation 129142 Definitions 130143 Profit Forecast for Vantage Towers 131144 Underlying Principles 131145 Factors Beyond the Grouprsquos Control and Related Assumptions 131146 Factors that can be Influenced by the Group and Related Assumptions 133147 Other Explanatory Notes 13415 INDUSTRY OVERVIEW 135151 Services 135152 Tower Landscape 135153 Key Drivers of Growth 137154 Markets 14116 BUSINESS 155161 Overview 155

ii

Page

162 Key Strengths 156163 Strategy 162164 Overview of the Grouprsquos Segments 170165 The Grouprsquos Site Portfolio 176166 Services 180167 Customers 181168 Tenancies 184169 National Sharing Arrangements 1861610 Ground and Rooftop Leases 1871611 Operating Model 1881612 Organizational Design 1911613 Employees and Contractors 1941614 Real Property 1961615 Intellectual Property 1961616 Legal Proceedings 1961617 Insurance 1971618 Compliance and Risk Management 1971619 Risk Management 1971620 Environmental Social and Governance 1981621 Material Agreements 20017 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 207171 Material Contracts between the Vantage Towers Group and the Vodafone Group 207172 Transactions with Related Parties in the Past 22018 REGULATORY ENVIRONMENT 221181 Telecommunications Regulation 221182 Other Laws and Regulations 22219 INFORMATION ON THE COMPANYrsquoS EXISTING SHAREHOLDER 224191 Current Shareholder 224192 Controlling Interest 22420 GENERAL INFORMATION ON THE GROUP 225201 Formation Incorporation History and Share Capital 225202 Commercial Name Registered Office and Legal Entity Identifier 225203 Financial Year and Duration 226204 Corporate Purpose 226205 Group Structure 226206 Significant Subsidiaries 227207 Auditor 228208 Announcements and Paying Agent 22821 DESCRIPTION OF SHARE CAPITAL 229211 Current Share Capital and Shares 229212 Development of the Share Capital 229213 Authorized Capital 229214 Conditional Capital 230215 Authorization to Issue Convertible Bonds andor Warrant Bonds Profit Participation

Rights or Participating Bonds 231216 Authorization to Purchase and Use Treasury Shares 232217 General Provisions Governing a Liquidation of the Company 236218 General Provisions Governing a Change in the Share Capital 236219 General Provisions Governing Subscription Rights 2372110 Exclusion of Minority Shareholders 2382111 Shareholder Notification Requirements Mandatory Takeover Bids and Managersrsquo

Transactions 2392112 Mandatory Offers 2412113 Transactions Undertaken for the Account of a Person with Management Duties 2412114 Post-Admission Disclosure Requirements 2412115 EU Short Selling Regulation (Ban on Naked Short Selling) 24222 GOVERNING BODIES 243221 Overview 243

iii

Page

222 Management Board 245223 Supervisory Board 251224 Certain Information Regarding the Members of the Management Board and

Supervisory Board Conflicts of Interest 259225 General Meeting 259226 Corporate Governance 26023 UNDERWRITING 262231 General 262232 Underwriting Agreement 262233 Commission 263234 Securities Loan and Greenshoe Option 263235 Termination and Indemnification 263236 Selling Restrictions 26424 TAXATION IN THE FEDERAL REPUBLIC OF GERMANY 266241 Taxation of the Company 266242 Taxation of Shareholders 26725 FINANCIAL INFORMATION F-126 GLOSSARY G-127 RECENT DEVELOPMENTS AND OUTLOOK R-1271 Recent Developments R-1272 Outlook R-1

iv

I SUMMARY OF THE PROSPECTUS1 Introduction containing warningsThis prospectus (the ldquoProspectusrdquo) relates to the public offering in the Federal Republic of Germany (ldquoGermanyrdquo) ofordinary registered shares with no par value (Namensaktien ohne Nennbetrag) International Securities IdentificationNumber (ldquoISINrdquo) DE000A3H3LL2 of Vantage Towers AG Legal Entity Identifier (ldquoLEIrdquo) 213800BBQO965UPQ7J59with its registered business address at Prinzenallee 11ndash13 40549 Duumlsseldorf Germany (telephone +49 211 617120website wwwvantagetowerscom) (the ldquoCompanyrdquo) and the admission of the entire issued share capital of the Companycomprising 505782265 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) to trading on theregulated market segment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)(ldquoAdmissionrdquo)The shares of the Company will be offered by BofA Securities Europe SA 51 rue La Boeacutetie 75008 Paris FranceLEI 549300FH0WJAPEHTIQ77 (ldquoBofA Securitiesrdquo) Morgan Stanley Europe SE Groszlige Gallusstraszlige 18 60312 Frankfurtam Main Germany LEI 54930056FHWP7GIWYY08 (ldquoMorgan Stanleyrdquo) and UBS AG London Branch 5 BroadgateLondon EC2M 2QS United Kingdom LEI BFM8T61CT2L1QCEMIK50 (ldquoUBSrdquo and together with BofA Securities andMorgan Stanley the ldquoJoint Global Coordinatorsrdquo and each a ldquoJoint Global Coordinatorrdquo) and Barclays BankIreland Plc One Molesworth Street Dublin 2 Ireland D02 FR29 LEI 2G5BKIC2CB69PRJH1W31 Joh BerenbergGossler amp Co KG Neuer Jungfernstieg 20 20354 Hamburg Germany LEI 529900UC2OD7II24Z667 BNP PARIBAS16 boulevard des Italiens 75009 Paris France LEI R0MUWSFPU8MPRO8K5P83 Deutsche Bank AktiengesellschaftMainzer Landstraszlige 11ndash17 60329 Frankfurt am Main Germany LEI 7LTWFZYICNSX8D621K86 Goldman Sachs BankEurope SE Marienturm Taunusanlage 9ndash10 60329 Frankfurt am Main Germany LEI 8IBZUGJ7JPLH368JE346 andJefferies GmbH Bockenheimer Landstraszlige 24 60323 Frankfurt am Main Germany LEI 5493004I3LZM39BWHQ75 (theldquoJoint Bookrunnersrdquo and each a ldquoJoint Bookrunnerrdquo and together with the Joint Global Coordinators theldquoUnderwritersrdquo) The Company will apply for Admission together with Morgan Stanley which is acting as listing agentThis Prospectus is dated March 8 2021 and has been approved by the German Federal Financial Supervisory Authority(Bundesanstalt fuumlr Finanzdienstleistungsaufsichtmdashthe ldquoBaFinrdquo) on March 8 2021 in accordance with Art 20 para 2 ofRegulation (EU) 20171129 The BaFin can be contacted at Marie-Curie-Str 24ndash28 60439 Frankfurt am Main Germanyby telephone +49 228 4108-0 or via its website wwwbafindeThis summary should be read as an introduction to this Prospectus Any decision to invest in the shares of the Companyshould be based on a consideration of this Prospectus as a whole by an investor Investors in the shares of the Companycould lose all or part of their invested capital Where a claim relating to the information contained in this Prospectus isbrought before a court the plaintiff investor might under national law have to bear the costs of translating this Prospectusbefore the legal proceedings are initiated Civil liability attaches only to those persons who have tabled the summaryincluding any translation thereof but only where the summary is misleading inaccurate or inconsistent when read togetherwith the other parts of the Prospectus or where it does not provide when read together with the other parts of theProspectus key information in order to aid investors when considering whether to invest in such securities

2 Key information on the issuer21 Who is the issuer of the securities211 Issuer informationVantage Towers AG is incorporated as a German stock corporation (Aktiengesellschaft) governed by German law TheCompanyrsquos registered office (Sitz) is in Duumlsseldorf Germany and it is registered with the commercial register(Handelsregister) of the local court (Amtsgericht) of Duumlsseldorf Germany under HRB 92244 The Company can becontacted at its registered business address Prinzenallee 11ndash13 40549 Duumlsseldorf Germany by telephone +49 211617120 or via its website wwwvantagetowerscom The Companyrsquos LEI is 213800BBQO965UPQ7J59 The Company isthe ultimate parent company of the Group (as defined in the following paragraph) which in its current form results from acorporate reorganization pursuant to which (i) the Company acquired Central Tower Holding Company BV (ldquoCTHCrdquo) itssubsidiaries and its 332 shareholding in Infrastrutture Wireless Italiane SpA (ldquoINWITrdquo) on December 17 2020(ii) CTHC acquired Vantage Towers SA (ldquoVantage Towers Greecerdquo) and its subsidiaries on December 22 2020 and(iii) CTHC acquired a 50 shareholding in Cornerstone Telecommunications Infrastructure Limited (ldquoCornerstonerdquo) onJanuary 14 2021Except as otherwise indicated in this Prospectus the terms ldquoVantage Towersrdquo ldquoVantage Towers Grouprdquo and ldquoGrouprdquomean(i) in the case of statements or information in connection with the audited condensed combined interim financial

statements of the Group as of and for the six months ended September 30 2020 the combined group of entities andbusiness activities comprising Vantage Towers GmbH the predecessor entity of the Company (from May 25 2020)Vantage Towers Spain (from March 18 2020) Vantage Towers Czech Republic (from September 1 2020) VantageTowers Portugal (from July 16 2020) and Vantage Towers Ireland (from June 1 2020) (together the ldquoCombined Six-Month Grouprdquo)

(ii) in the case of statements or information in connection with the unaudited condensed combined interim financialstatements as of and for the three months ended December 31 2020 the combined group of entities and businessactivities comprising the Combined Six-Month Group as well as Vantage Towers Hungary (from November 1 2020)Vantage Towers Romania (from November 13 2020) CTHC (from December 17 2020) Vantage Towers Greece fromDecember 22 2020 and the 332 shareholding in INWIT (from November 19 2020) and

(iii) in the case of any other statements or information including all statements made as of the date of this Prospectus theCompany its consolidated subsidiaries and its equity accounted investments in INWIT and Cornerstone (names ofentities in the preceding definition have the meaning given to them in this Prospectus)

S-1

212 Principal activities of the issuerVantage Towers is a leading European mobile telecommunications tower infrastructure operator as measured by scale andgeographic diversification with approximately 82000 Macro Sites1 and approximately 7100 Micro Sites2 across 10markets in nine of which it ranks either first or second by number of Sites3 Vantage Towers has a controlling interest in itsoperations in Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland and a co-controllinginterest in mobile telecommunications towers infrastructure operators in Italy and the United Kingdom In Greece VantageTowers owns 62 of the outstanding share capital of Vantage Towers Greece and expects to acquire the remaining 38seven calendar days after Admission following the triggering of a call option on February 24 2021 In Italy VantageTowers owns 332 of the outstanding share capital of INWIT an Italian public limited company operating approximately22100 Macro Sites and in the United Kingdom Vantage Towers owns 50 of the outstanding share capital of Cornerstonea joint venture company operating approximately 14200 Macro Sites The Grouprsquos principal business is building andoperating mobile telecommunications Sites in order to provide space energy management and related services to customersthat in turn provide mobile voice data and other services to end-users The Grouprsquos portfolio of assets is supported bylong-term contractual commitments with mobile network operators that largely hold investment grade credit ratings whichprovide predictable revenues typically adjusted periodically for inflation This includes master services agreements withsubsidiaries of Vodafone Group Plc (together with its consolidated subsidiaries ldquoVodafonerdquo or the ldquoVodafone Grouprdquo) theleading mobile network operator in Europe by number of mobile subscribers (Source Fitch Solutions) Vantage Towersrsquoassets and operations have mainly been extracted from Vodafone operating companies across Europe and consolidated underthe Companyrsquos ownership In most of Vantage Towersrsquo markets the majority of its tower assets have been developedorganically over three decades Consequently the Company believes that the Grouprsquos international site portfolio is well-integrated benefits from the strategic locations of its Sites and is an attractive potential partner for mobile networkoperators looking to expand or densify their networks The Group has an operating model that delivers committed long-term revenues with regular adjustments that are typically linked to inflation

213 Major shareholdersAs of the date of this Prospectus Vodafone GmbH a company with limited liability (Gesellschaft mit beschraumlnkterHaftung) organized under the laws of Germany (ldquoVodafone Germanyrdquo or the ldquoExisting Shareholderrdquo) is the onlyshareholder of the Company

214 ControlThe Existing Shareholder controls the Company due to its ownership of 100 of its share capital and voting rights in theCompany Vodafone Group Plc indirectly owns 100 of the share capital in the Existing Shareholder and thereforethrough the Existing Shareholder indirectly owns 100 of the voting rights in the Company and therefore is considered tohold a controlling interest in the Company pursuant to the German Securities Acquisition and Takeover Act(Wertpapiererwerbs- und Uumlbernahmegesetz)

215 Management boardThe Companyrsquos management board (Vorstand) has three members Vivek Badrinath (Chief Executive Officer) ThomasReisten (Chief Financial Officer) and Christian Sommer (General Counsel Company Secretary)

216 Auditor of the financial statementsErnst amp Young GmbH Wirtschaftspruumlfungsgesellschaft Boumlrsenplatz 1 50667 KoumllnCologne Germany (ldquoEYrdquo) is theindependent auditor of the Company EY is a member of the German Chamber of Public Accountants(Wirtschaftspruumlferkammer) Rauchstraszlige 26 10787 Berlin Germany

22 What is the key financial information regarding the issuerThe audited condensed combined interim financial statements of the Group as of and for the six months endedSeptember 30 2020 (the ldquoAudited Six-Month Condensed Combined Interim Financial Statementsrdquo) were prepared bythe Company in accordance with International Financial Reporting Standards as adopted by the European Union (ldquoIFRSrdquo)on interim financial reporting (IAS 34) The Audited Six-Month Condensed Combined Interim Financial Statements wereaudited in accordance with Section 317 of the German Commercial Code (Handelsgesetzbuch ldquoHGBrdquo) and in compliancewith German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut derWirtschaftspruumlfer e V (Institute of Public Auditors in Germany) IDW by EY who issued an independent auditorrsquosreport thereon The unaudited condensed combined interim financial statements of the Group as of and for the three monthsended December 31 2020 (the ldquoUnaudited Three-Month Condensed Combined Interim Financial Statementsrdquo) wereprepared in accordance with IFRS on interim financial reporting (IAS 34) Where financial data in the following tables is1 Macro Sites are the physical infrastructure either ground-based or located on the top of a building where communications equipment

is placed to create a cell in a mobile network including Streetworks and Long-Term Mobile Sites For the purposes of this ProspectusldquoStreetworksrdquo means compact and visually discreet monopole masts that are used to provide infill coverage increased capacity orgeneral coverage in urban areas as an alternative to rooftop towers ldquoLong-Term Mobile Sitesrdquo means transportable passiveinfrastructure units with a vertical element capable of hosting active equipment and ldquoSitesrdquo refers to the passive infrastructure onwhich customer equipment used to receive and transmit mobile network signals is mounted as well as its physical location

2 Micro Sites are distributed antenna systems Sites repeater Sites and small cell Sites3 Market positioning data is based on the Companyrsquos own assessment This assessment is derived from the Companyrsquos analysis of a

number of publicly available sources such as a report prepared by TowerXchange titled ldquoTowerXchange Issue 29rdquo dated July 2020and the public filings of other tower companies along with broker reports that have been analyzed by the Company in order to make adetermination as to the Grouprsquos market position in each of the countries in which it operates The Companyrsquos market position analysisis based on the number of Sites the Group INWIT or Cornerstone owns or operates in each of its markets and on what it believes tobe comparable data and necessary adjustments for the other tower companies it has analyzed The Grouprsquos estimated market positionin Spain is based on the number of Sites excluding broadcasting and radio Sites for its competitor Cellnex The Companyrsquos marketposition analysis excludes Micro Sites and transmission Sites which are Sites designed to aggregate backhaul traffic

S-2

labelled ldquoauditedrdquo this means that it has been taken from the Audited Six-Month Condensed Combined Interim FinancialStatements The label ldquounauditedrdquo is used in the following tables to indicate financial data that has not been taken from theAudited Six-Month Condensed Combined Interim Financial Statements but was taken or derived either from the UnauditedThree-Month Condensed Combined Interim Financial Statements or the Companyrsquos accounting records or internalmanagement reporting systems or is based on calculations of figures from the sources mentioned above The pro formaconsolidated income statements of the Group for the twelve months ended March 31 2020 and for the nine months endedDecember 31 2020 and the pro forma consolidated statement of financial position of the Group as of December 31 2020each as accompanied by the related pro forma notes thereto were prepared on the basis of the IDW Accounting PracticeStatement Preparation of the Pro Forma Financial Information (IDW AcPS AAB 1004) (IDWRechnungslegungshinweis Erstellung von Pro Forma Finanzinformationen (IDW RH HFA 1004)) as published by IDW(the ldquoUnaudited Pro Forma Financial Informationrdquo)

Key financial information from the condensed combined interim income statementsSix months ended



Revenue 265 211Operating profit 142 108Profit for the period 88 50

Key financial information from the condensed combined interim statements of financial position

As of September 302020

As ofDecember 31

2020(audited) (unaudited)

(EUR millions)Total assets 5706 10414Total equity 3442 5003

Key financial information from the condensed combined interim statements of cash flowsSix months ended




Key financial information from the pro forma consolidated income statement for the twelve months ended March 31 2020Twelve months ended March 31 2020

Unconsolidatedincome

statement ofVantage

Towers AG

SelectedTowers

Businessfinancial

information(1)


information

Totalpro forma

adjustments


incomestatement


Revenue mdash 95 95 850 945Operating profit(loss) mdash (381) (381) 829 448Profit(Loss) for the period mdash (403) (403) 718 314

Note(1) Towers Business refers to the business carried out by Vodafonersquos European tower infrastructure assets in Germany Spain

Portugal the Czech Republic Romania Hungary and Ireland prior to their separation into Vantage Towers

Key financial information from the pro forma consolidated income statement for the nine months ended December 31 2020


statementfor the six

months endedSeptember 30

2020


statementfor the threemonths endedDecember 31

2020




2020




2020




2020

Total proforma

adjustments


incomestatement

for the ninemonths endedDecember 31

2020(audited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

(EUR millions)Revenue 265 211 476 14 490 235 725Operating profit(loss) 142 108 250 (72) 178 185 363Profit(Loss) for theperiod 88 50 138 (75) 64 150 214

S-3

Key financial information from the pro forma consolidated statement of financial position as of December 31 2020As of December 31 2020

Condensedcombinedinterim

statement offinancialposition

of the Group

Total proforma

adjustments


interimstatement of

financialposition


Total assets 10414 58 10472Total equity 5003 58 5061

23 What are the key risks that are specific to the issuerAn investment in the Companyrsquos shares is subject to a number of risks which are presented in this section If these risksmaterialize individually or together with other circumstances they may have a material adverse effect on the Grouprsquosbusiness financial condition and results of operationsThe following risks are the most material risks specific to the Companybull The Group currently depends and expects to continue to depend on Vodafone Group companies as its primary

customers across its markets for a significant percentage of its revenue If members of the Vodafone Group are unableto meet their obligations to pay sums due under the respective Vodafone master services agreements to which they area party or under new build project or built-to-suit commitments this could have a material adverse effect on theGrouprsquos business financial condition and results of operations

bull The European telecommunications infrastructure industry could experience increased competition in the future ShouldVantage Towers be unable to compete effectively against a variety of other telecommunications infrastructurecompanies this may adversely affect its ability to grow its customer base which in turn would put downward pressureon the Grouprsquos revenue profitability and cash flows in future periods

bull Certain ground leases governing the Grouprsquos use of the land on which its tower assets are located may be subject tonon-renewal renewal on commercially unattractive terms or general disputes with landowners which if they were tooccur to a significant extent could have a material adverse effect on the Grouprsquos margins and profitability and couldhave a negative impact on the Grouprsquos reputation in the markets in which it operates

bull The expansion and development of the Grouprsquos business including through organic growth or strategic acquisitionsinvolves a number of risks and uncertainties that could adversely affect its operating results or disrupt its operations

bull Any material increases in the Grouprsquos primary costs or any failure or inability to achieve planned cost efficienciescould adversely affect the Grouprsquos margins and cash flows

bull New technologies could reduce the use of Site-based mobile services and could make the Grouprsquos business lessdesirable to or necessary for customers If the Group fails to acquire or develop the necessary capabilities andexpertise to match its customersrsquo changing needs this could cause a loss in customers and a reduction in the Grouprsquosresults

bull A reduction in demand for Sites or space on Sites could adversely affect the growth of the Grouprsquos businessbull A weak or uncertain economic environment in the markets in which the Group operates including related fluctuations

in inflation rates could have a material adverse effect on demand for the Grouprsquos services and put pressure on theprices the Group charges for its services or increase the costs it incurs

bull The Grouprsquos main customers use frequencies to propagate their mobile network services Demand for the Grouprsquosservices could be reduced if its customers are unable to maintain or secure such frequencies which could have amaterial adverse effect on the Grouprsquos revenue and consequently its results of operations

bull The Grouprsquos business and that of its customers is subject to evolving laws and regulations including environmentaland tax laws which could restrict the Grouprsquos ability to operate its business generate delays in expansion plans orresult in additional costs

bull Vodafone Group Plc could exert substantial influence on decisions reached by the general meeting and could havediverging interests from those of the Grouprsquos other shareholders

bull The limited availability and comparability of historical financial information related to the Group may make it difficultfor investors to evaluate the Grouprsquos historical performance and future prospects

bull The Unaudited Pro Forma Financial Information may not be representative of the Grouprsquos future results of operationsand financial condition

bull The Group may not realize the potential benefits that it expects to achieve from its separation from Vodafoneincluding the ability to more efficiently utilize its assets and allocate capital If the Group is unable to achieve some orall of these benefits it could have a material adverse effect on the Grouprsquos financial condition and results ofoperations

3 Key information on the securities31 What are the main features of the securities311 Type class par valueThis summary relates to the offering of ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) of theCompany ISIN DE000A3H3LL2 German Securities Code (Wertpapierkennnummer WKN) A3H 3LL Common Code230832161 Ticker Symbol VTWR and the Admission

S-4

312 Number of securitiesAs of the date of this Prospectus the share capital of the Company amounts to EUR 505782265 and is divided into505782265 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) Each share of the Companyrepresents a notional share of EUR 100 in the Companyrsquos share capital All shares of the Company are fully paid up

313 CurrencyThe Companyrsquos shares are denominated in Euro

314 Rights attachedEach share of the Company carries one vote at the Companyrsquos general meeting There are no restrictions on voting rightsThe Companyrsquos shares carry full dividend rights in Euros as of April 1 2020

315 LiquidationIn the event of the Companyrsquos liquidation any proceeds will be distributed to the holders of the Companyrsquos shares inproportion to their interest in the Companyrsquos share capital

316 SeniorityThe shares of the Company are subordinated to all other securities and claims in case of an insolvency of the Company

317 Free transferabilityThe Companyrsquos shares are freely transferable in accordance with the legal requirements for registered shares(Namensaktien) There are no prohibitions on disposals or restrictions on the transferability of the Companyrsquos sharesother than customary lock-up agreements entered into between the Company the Existing Shareholder and theUnderwriters as well as between the Company the Existing Shareholder and Digital Colony a leading digital infrastructureinvestor and operator which agreed to be a cornerstone investor in the Offering

318 Dividend policySubject to the availability of distributable profits (Bilanzgewinn) and legal restrictions with respect to the distribution ofprofits and available funds the Company aims to distribute 60 of the sum of recurring free cash flow and dividendsreceived from INWIT and Cornerstone For the twelve months ending March 31 2021 the Company intends to declare anannual dividend of EUR 280 million (including 60 of INWITrsquos declared dividend for its fiscal year ended December 312020) which it intends to pay in July 2021 Any future determination to pay dividends will be made in accordance withapplicable laws and will depend upon among other factors the Companyrsquos results of operations distributable reservesunder the HGB financial condition contractual restrictions and capital requirements The Companyrsquos future ability to paydividends may be limited by the terms of any existing and future debt instruments or preferred securities

32 Where will the securities be tradedThe Company will apply for admission of the Companyrsquos shares to trading on the regulated market segment (regulierterMarkt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse the ldquoFrankfurt Stock Exchangerdquo) andsimultaneously to the sub-segment thereof with additional post-admission obligations (Prime Standard) Trading in theCompanyrsquos shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) is expected to commence on March 182021

33 What are the key risks that are specific to the securitiesThe Companyrsquos shares have not been publicly traded and there is no guarantee that an active and liquid market for theCompanyrsquos shares will develop or can be maintained Therefore the price of the Companyrsquos shares may be subject tovolatility and investors may not be able to sell the shares at the final Offer Price at a higher price or at all under certaincircumstances

4 Key information on the offer of securities to the public and admission to trading on a regulated market41 Under which conditions and timetable can I invest in this security411 Offer conditionsThe offering of 124444444 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) and with fulldividend rights in Euros as of April 1 2020 (the ldquoOfferingrdquo) consists of (i) 88888889 ordinary registered shares with nopar value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder (the ldquoBase Sharesrdquo)(ii) 22222222 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of theExisting Shareholder (the ldquoAdditional Base Sharesrdquo) with the number of shares to be actually placed with investorssubject to the exercise of an upsize option upon decision of the Existing Shareholder in agreement with the Joint GlobalCoordinators on the date of pricing based on market demand (the ldquoUpsize Optionrdquo) and (iii) 13333333 existing ordinaryregistered shares with no par value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder inconnection with a possible over-allotment (the ldquoOver-Allotment Sharesrdquo and together with the Base Shares and theAdditional Base Shares the ldquoOffer Sharesrdquo) The Existing Shareholder aims to achieve targeted minimum gross proceedsof approximately EUR 2000 million and targeted maximum gross proceeds of approximately EUR 2800 million from theOffering The Existing Shareholder will reduce the final number of shares placed in the Offering if the Offer Price exceedsthe low end of the Price Range The period during which investors may submit purchase orders for the Offer Shares isexpected to commence on March 9 2021 and to expire on March 17 2021 (the ldquoOffer Periodrdquo)

412 Scope of the OfferingThe Offering consists of an initial public offering in Germany and private placements in certain jurisdictions outsideGermany In the United States of America (the ldquoUnited Statesrdquo) the Offer Shares will be offered and sold only to qualified

S-5

institutional buyers (ldquoQIBsrdquo) as defined in Rule 144A under the United States Securities Act of 1933 (the ldquoSecuritiesActrdquo) Outside the United States the Offer Shares will be offered and sold only in offshore transactions in reliance onRegulation S under the Securities Act The Offer Shares have not been and will not be registered under the Securities Actor with any securities regulatory authority of any state or other jurisdiction in the United States

413 Timetable of the OfferingThe anticipated timetable for the Offering which may be extended or shortened and remains subject to change is asfollowsMarch 8 2021 Approval of this Prospectus by BaFinMarch 9 2021 Publication of the approved Prospectus on the Companyrsquos website at

wwwvantagetowerscom under the section wwwvantagetowerscominvestorsipoCommencement of the Offer Period

Application for admission of the Companyrsquos shares to trading on the regulated market segment(regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) with simultaneousadmission to the sub-segment thereof with additional post-admission obligations (Prime Standard) ofthe Frankfurt Stock Exchange

March 17 2021 Expiry of the Offer Period which will occur at (i) 1200 pm (noon) (CET) for private investors and(ii) 200 pm (CET) for institutional investors on the last day of the Offer Period

Admission decision to be issued by the Frankfurt Stock ExchangeDetermination of the offer price (ldquoOffer Pricerdquo) and the final number of shares to be allocated

Publication of the Offer Price in the form of an ad hoc release on an electronic informationdissemination system and on the Companyrsquos website at wwwvantagetowerscom under the sectionwwwvantagetowerscominvestorsipo

March 18 2021 Commencement of trading of the Companyrsquos shares on the Frankfurt Stock Exchange (FrankfurterWertpapierboumlrse)


414 Price Range and Offer PriceThe price range within which purchase orders may be placed is EUR 2250 to EUR 2900 per Offer Share (ldquoPrice Rangerdquo)The Offer Price and the final number of shares placed in the Offering will be determined at the end of the bookbuildingprocess by the Existing Shareholder after consultation with the Company and the Joint Global Coordinators asrepresentatives of the Underwriters The Offer Price will be set on the basis of the purchase orders submitted by investorsduring the Offer Period that have been collated in the order book prepared during the bookbuilding process

415 Cornerstone investmentDigital Colony a leading digital infrastructure investor and operator has agreed to be a cornerstone investor in the Offeringalongside RRJ Capital a global equity fund based in Singapore Digital Colony and RRJ Capital have undertaken topurchase Offer Shares up to an aggregate maximum purchase price of EUR 500 million and EUR 450 million respectivelysubject to certain customary conditions

416 Irrevocable investmentAffiliates of Crystal Almond Sagraverl have irrevocably undertaken to purchase Offer Shares at the Offer Price for totalconsideration of EUR 100000000 conditional only on the completion of the Offering within 90 days of the intention tofloat announcement related thereto

417 Amendments to the terms of the OfferingThe Existing Shareholder after consultation with the Company and the Joint Global Coordinators as representatives of theUnderwriters reserves the right (i) to increase or decrease the total number of Offer Shares (ii) to increase or decrease theupper limit andor the lower limit of the Price Range andor (iii) to extend or shorten the Offer Period Such changes willnot invalidate any offers to purchase Offer Shares that have already been submitted Under certain customary conditionsthe Joint Global Coordinators on behalf of the Underwriters may terminate the Underwriting Agreement (as definedbelow) even after commencement of trading (Aufnahme des Handels) of the Companyrsquos shares on the regulated marketsegment (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) In such case the Offering willnot take place and any allotments already made to investors will be invalidated

418 Stabilization measures over-allotment and Greenshoe OptionTo cover potential over-allotments the Existing Shareholder has agreed to make available up to 13333333 Over-AllotmentShares free of charge in the form of a securities loan In connection with the placement of the Offer Shares MorganStanley acting for the account of the Underwriters will act as the stabilization manager (the ldquoStabilization Managerrdquo) andmay acting in accordance with legal requirements take stabilization measures to provide support for the market price of theCompanyrsquos shares The Stabilization Manager is under no obligation to take any stabilization measures Under the possiblestabilization measures investors may in addition to the Base Shares and the Additional Base Shares be allocated the Over-Allotment Shares as part of the allocation of the Offer Shares The total number of Over-Allotment Shares which may beallotted must not exceed 15 of the number of Base Shares Moreover the Existing Shareholder granted the Underwritersan option to acquire a number of the Companyrsquos shares equal to the number of the allotted Over-Allotment Shares at theOffer Price less agreed commissions (ldquoGreenshoe Optionrdquo) The Stabilization Manager acting for the account of theUnderwriters is entitled to exercise the Greenshoe Option during the stabilization period to the extent Over-AllotmentShares were allocated The number of shares of the Company that can be acquired under the Greenshoe Option is reducedby the number of shares held by the Stabilization Manager on the date when the Greenshoe Option is exercised and thatwere acquired by the Stabilization Manager in the context of stabilization measures

S-6

419 Plan for distributionThe allotment of Offer Shares to private investors and institutional investors will be decided by the Existing Shareholderafter consultation with the Company and the Joint Global Coordinators The decision ultimately rests with the ExistingShareholder

4110 DilutionThe net asset value (total assets less current liabilities and non-current liabilities as shown in the Unaudited Three-MonthCondensed Combined Interim Financial Statements) (the ldquoNet Asset Valuerdquo) of the Company amounted toEUR 50028 million as of December 31 2020 or EUR 989 per share in the Company based on 505782265outstanding shares of the Company immediately prior to the Offering Thus the amount by which the Net Asset Value pershare is below the Offer Price of EUR 2575 per share (based on the mid-point of the Price Range) is EUR 1586(immediate dilution to the new shareholders of the Company per share) or 6159 by which the Net Asset Value per shareis below the Offer Price of EUR 2575 per share (based on the mid-point of the Price Range)

4111 Total expensesThe total costs and expenses related to the Offering of the Offer Shares and the Admission (which include (i) Underwritersrsquocommissions (assuming full payment of both base and discretionary fee) and (ii) other estimated expenses) are estimated toamount to approximately EUR 98 million (assuming the targeted maximum gross proceeds of EUR 2800 million areraised) and EUR 88 million (assuming the targeted minimum gross proceeds of EUR 2000 million are raised)

4112 Expenses charged to InvestorsNone of the expenses incurred by the Existing Shareholder or the Underwriters will be charged to investors but investorswill themselves be required to bear the fees charged by their broker or depositary bank for the purchase and holding ofsecurities

42 Who is the offeror andor the person asking for admission to trading421 OfferorsThe Offering will be made by BofA Securities 51 rue La Boeacutetie 75008 Paris France LEI 549300FH0WJAPEHTIQ77Morgan Stanley Groszlige Gallusstraszlige 18 60312 Frankfurt am Main Germany LEI 54930056FHWP7GIWYY08 UBS 5Broadgate London EC2M 2QS United Kingdom LEI BFM8T61CT2L1QCEMIK50 Barclays Bank Ireland Plc OneMolesworth Street Dublin 2 Ireland D02 FR29 LEI 2G5BKIC2CB69PRJH1W31 Joh Berenberg Gossler amp Co KGNeuer Jungfernstieg 20 20354 Hamburg Germany LEI 529900UC2OD7II24Z667 BNP PARIBAS 16 Boulevard desItaliens 75009 Paris France LEI R0MUWSFPU8MPRO8K5P83 Deutsche Bank Aktiengesellschaft Mainzer Landstraszlige11ndash17 60329 Frankfurt am Main Germany LEI 7LTWFZYICNSX8D621K86 Goldman Sachs Bank Europe SEMarienturm Taunusanlage 9ndash10 60329 Frankfurt am Main Germany LEI 8IBZUGJ7JPLH368JE346 and Jefferies GmbHBockenheimer Landstraszlige 24 60323 Frankfurt am Main Germany LEI 5493004I3LZM39BWHQ75

422 Admission to tradingThe Company will apply for the admission of the Companyrsquos shares to trading together with Morgan Stanley which isacting as listing agent

43 Why is this Prospectus being produced

431 Reasons for the Offering and the ListingThe Company intends to list its entire share capital on the regulated market (regulierter Markt) of the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) as well as on the sub-segment with additional post-admission obligations (PrimeStandard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) The reasons for the Offering and listing are to(i) enable Vantage Towers to gain access to the capital markets and (ii) highlight the intrinsic value in Vantage Towers as acommercially minded dedicated and independent mobile telecommunications tower infrastructure operator

432 Use and Estimated Net Amount of ProceedsThe Company will not receive any proceeds from the sale of the Offer Shares Assuming the targeted minimum grossproceeds of EUR 2000 million for the Existing Shareholder from the Offering the net proceeds to the Existing Shareholderwould amount to approximately EUR 1912 million after deducting the total costs and expenses related to the Offering andthe Admission (which include (i) Underwritersrsquo commissions (assuming the full payment of both a base fee and adiscretionary fee) and (ii) other estimated expenses) of estimated EUR 88 millionAssuming the targeted maximum gross proceeds of EUR 2800 million for the Existing Shareholder from the Offering thenet proceeds to the Existing Shareholder would amount to approximately EUR 2702 million after deducting the total costsand expenses related to the Offering and the Admission (which include (i) Underwritersrsquo commissions (assuming the fullpayment of both a base fee and a discretionary fee) and (ii) other estimated expenses) of estimated EUR 98 million

433 Underwriting AgreementOn March 8 2021 the Company the Existing Shareholder and the Underwriters entered into an underwriting agreementrelating to the offer and sale of the Offer Shares in connection with the Offering (the ldquoUnderwriting Agreementrdquo) TheUnderwriting Agreement also provides that the obligations of the Underwriters are subject to the satisfaction of certainconditions including the execution of a pricing agreement to underwrite and purchase the Offer Shares at the Offer Price Inthe Underwriting Agreement the Existing Shareholder and the Company have agreed to indemnify the Underwriters againstcertain liabilities that may arise in connection with the Offering including liabilities under applicable securities laws

434 Material conflicts of interest pertaining to the OfferingThere are no conflicting interests with respect to the Offering or the Admission

S-7

II ZUSAMMENFASSUNG DES PROSPEKTS

(GERMAN TRANSLATION OF THE SUMMARY OF THE PROSPECTUS)

1 Einleitung mit Warnhinweisen

Dieser Prospekt (der bdquoProspektrdquo) bezieht sich auf das oumlffentliche Angebot in der Bundesrepublik Deutschland(bdquoDeutschlandrdquo) von Namensaktien ohne Nennbetrag internationale Wertpapier-Identifikationsnummer(bdquoISINrdquo) DE000A3H3LL2 der Vantage Towers AG Rechtstraumlgerkennung(bdquoLEIrdquo) 213800BBQO965UPQ7J59 Geschaumlftsanschrift Prinzenallee 11ndash13 40549 Duumlsseldorf Deutschland(Telefon +49 211 617120 Website wwwvantagetowerscom) (die bdquoGesellschaftrdquo) und die Zulassung desgesamten ausgegebenen Grundkapitals der Gesellschaft bestehend aus 505782265 Namensaktien ohneNennbetrag zum Handel am regulierten Mark der Frankfurter Wertpapierboumlrse (bdquoZulassungrdquo)

Die Aktien der Gesellschaft werden von BofA Securities Europe SA 51 rue La Boeacutetie 75008 ParisFrankreich LEI 549300FH0WJAPEHTIQ77 (bdquoBofA Securitiesrdquo) Morgan Stanley Europe SE GroszligeGallusstraszlige 18 60312 Frankfurt am Main Deutschland LEI 54930056FHWP7GIWYY08 (bdquoMorganStanleyrdquo) und UBS AG London Branch 5 Broadgate London EC2M 2QS Vereinigtes KoumlnigreichLEI BFM8T61CT2L1QCEMIK50 (bdquoUBSrdquo zusammen mit BofA Securities und Morgan Stanley die bdquoJointGlobal Coordinatorsrdquo und einzeln jeweils ein bdquoJoint Global Coordinatorrdquo) und Barclays Bank Ireland PlcOne Molesworth Street Dublin 2 Irland D02 FR29 LEI 2G5BKIC2CB69PRJH1W31 Joh BerenbergGossler amp Co KG Neuer Jungfernstieg 20 20354 Hamburg Deutschland LEI 529900UC2OD7II24Z667BNP PARIBAS 16 boulevard des Italiens 75009 Paris Frankreich LEI R0MUWSFPU8MPRO8K5P83Deutsche Bank Aktiengesellschaft Mainzer Landstraszlige 11-17 60329 Frankfurt am Main DeutschlandLEI 7LTWFZYICNSX8D621K86 Goldman Sachs Bank Europe SE Marienturm Taunusanlage 9-1060329 Frankfurt am Main Deutschland LEI 8IBZUGJ7JPLH368JE346 und Jefferies GmbH BockenheimerLandstraszlige 24 60323 Frankfurt am Main Deutschland LEI 5493004I3LZM39BWHQ75 (die bdquoJointBookrunnersrdquo einzeln jeweils ein bdquoJoint Bookrunnerrdquo und zusammen mit den Joint Global Coordinators diebdquoKonsortialbankenrdquo) angeboten Die Gesellschaft wird gemeinsam mit Morgan Stanley die als Listing Agentfungiert die Zulassung beantragen

Dieser Prospekt ist auf den 8 Maumlrz 2021 datiert und die Bundesanstalt fuumlr Finanzdienstleistungsaufsicht (diebdquoBaFinrdquo) hat ihn am 8 Maumlrz 2021 gemaumlszlig Art 20 Abs 2 der Verordnung (EU) 20171129 gebilligt Die BaFinist unter der Anschrift Marie-Curie-Straszlige 24-28 60439 Frankfurt am Main Deutschland telefonisch+49 228 4108-0 oder uumlber ihre Website wwwbafinde erreichbar

Diese Zusammenfassung sollte als Einleitung zu diesem Prospekt verstanden werden Anleger sollten sich beider Entscheidung in die Aktien der Gesellschaft zu investieren auf diesen Prospekt als Ganzes stuumltzenAnleger die in die Aktien der Gesellschaft investieren koumlnnten das gesamte angelegte Kapital oder einen Teildavon verlieren Fuumlr den Fall dass vor einem Gericht Anspruumlche aufgrund der in diesem Prospekt enthaltenenInformationen geltend gemacht werden koumlnnte der als Klaumlger auftretende Anleger nach nationalem Recht dieKosten fuumlr die Uumlbersetzung dieses Prospekts vor Prozessbeginn zu tragen haben Zivilrechtlich haften nurdiejenigen Personen die die Zusammenfassung samt etwaiger Uumlbersetzungen vorgelegt und uumlbermittelt habenund dies auch nur fuumlr den Fall dass die Zusammenfassung wenn sie zusammen mit den anderen Teilen desProspekts gelesen wird irrefuumlhrend unrichtig oder widerspruumlchlich ist oder dass sie wenn sie zusammen mitden anderen Teilen des Prospekts gelesen wird nicht die Basisinformationen vermittelt die in Bezug aufAnlagen in die betreffenden Wertpapiere fuumlr die Anleger eine Entscheidungshilfe darstellen wuumlrden

2 Basisinformationen uumlber die Emittentin

21 Wer ist die Emittentin der Wertpapiere

211 Informationen uumlber die Emittentin

Die Vantage Towers AG ist eine Aktiengesellschaft und unterliegt deutschem Recht Die Gesellschaft hat ihrenSitz in Duumlsseldorf Deutschland und ist im Handelsregister des Amtsgerichts Duumlsseldorf Deutschland unterHRB 92244 eingetragen Die Gesellschaft ist unter ihrer Geschaumlftsadresse erreichbar Prinzenallee 11ndash1340549 Duumlsseldorf Deutschland telefonisch +49 211 617120 oder uumlber die Website wwwvantagetowerscomDer LEI der Gesellschaft lautet 213800BBQO965UPQ7J59

Die Gesellschaft ist die oberste Muttergesellschaft der Gruppe (wie im nachstehenden Absatz definiert) die inihrer jetzigen Form aus einer gesellschaftsrechtlichen Neuordnung resultiert nach der (i) die Gesellschaft dieCentral Tower Holding Company BV (bdquoCTHCrdquo) ihre Tochtergesellschaften und ihre 332ige Beteiligung ander Infrastrutture Wireless Italiane SpA (bdquoINWITrdquo) am 17 Dezember 2020 erworben hat (ii) die CTHC die

S-8

Vantage Towers SA (bdquoVantage Towers Griechenlandrdquo) und ihre Tochtergesellschaften am 22 Dezember 2020erworben hat und (iii) die CTHC eine 50ige Beteiligung an der Cornerstone TelecommunicationsInfrastructure Limited (bdquoCornerstoneldquo) am 14 Januar 2021 erworben hat

Sofern nicht anders angegeben bezeichnen in diesem Prospekt die Begriffe bdquoVantage Towersrdquo bdquoVantage-Towers-Grupperdquo und bdquoGrupperdquo

(i) bei Angaben oder Informationen in Verbindung mit dem gepruumlften verkuumlrzten kombiniertenZwischenhalbjahresabschluss der Gruppe fuumlr die sechs Monate zum 30 September 2020 diekombinierte Gruppe von Einheiten und Geschaumlftsaktivitaumlten bestehend aus Vantage Towers GmbH derVorgaumlngergesellschaft der Gesellschaft (ab 25 Mai 2020) Vantage Towers Spanien (ab 18 Maumlrz 2020)Vantage Towers Tschechische Republik (ab 1 September 2020) Vantage Towers Portugal (ab 16 Juli2020) und Vantage Towers Irland (ab 1 Juni 2020) (zusammen die bdquoKombinierte Halbjahresgrupperdquo)

(ii) bei Angaben oder Informationen in Verbindung mit dem ungepruumlften verkuumlrzten kombiniertenZwischenquartalsabschluss fuumlr die drei Monate zum 31 Dezember 2020 die kombinierte Gruppe vonEinheiten und Geschaumlftsaktivitaumlten bestehend aus der Kombinierten Halbjahresgruppe sowie VantageTowers Ungarn (ab dem 1 November 2020) Vantage Towers Rumaumlnien (ab dem 13 November 2020)CTHC (ab dem 17 Dezember 2020) Vantage Towers Griechenland ab dem 22 Dezember 2020 und der332igen Beteiligung an INWIT (ab dem 19 November 2020) und

(iii) bei sonstigen Angaben oder Informationen einschlieszliglich aller Angaben zum Zeitpunkt dieses Prospektsdie Gesellschaft ihre konsolidierten Tochtergesellschaften und ihre nach der Equity-Methode bilanziertenBeteiligungen an INWIT und an Cornerstone (Namen von Gesellschaften in der vorhergehenden Definitionhaben die ihnen in diesem Prospekt zugewiesene Bedeutung)

212 Haupttaumltigkeiten der Emittentin

Vantage Towers ist nach Groumlszlige und geografischer Diversifizierung ein fuumlhrender europaumlischer Betreiber vonMobilkommunikationsfunkturm-Infrastrukturen mit circa 82000 Makrostandorten1 und circa7100 Mikrostandorten2 in 10 Maumlrkten von denen die Gesellschaft in neun dieser Maumlrkte gemessen an derAnzahl der Standorte entweder an erster oder zweiter Stelle steht3 Vantage Towers haumllt eine beherrschendeBeteiligung an ihrem Geschaumlft in Deutschland Spanien Griechenland Portugal der Tschechischen RepublikRumaumlnien Ungarn und Irland sowie eine mitbeherrschende Beteiligung an Mobilkommunikationsfunkturm-Infrastrukturbetreibern in Italien und im Vereinigten Koumlnigreich In Griechenland haumllt Vantage Towers 62 desausstehenden Gesellschaftskapitals an Vantage Towers Griechenland und wird die verbleibenden 38voraussichtlich sieben Kalendertage nach der Zulassung im Anschluss an die Ausloumlsung einer Kaufoption am24 Februar 2021 erwerben In Italien haumllt Vantage Towers 332 des ausstehenden Gesellschaftskapitals anINWIT einer Aktiengesellschaft nach italienischem Recht die ca 22100 Makrostandorte betreibt und imVereinigten Koumlnigreich haumllt Vantage Towers 50 des ausstehenden Gesellschaftskapitals an Cornerstone einemJoint-Venture-Unternehmen das ca 14200 Makrostandorte betreibt Das Hauptgeschaumlft der Gruppe besteht inder Errichtung und dem Betrieb von Mobilkommunikationsstandorten um Flaumlchen Energiemanagement unddamit verbundene Dienstleistungen fuumlr Kunden bereitzustellen die ihrerseits Mobil- Sprach- Daten- undandere Dienstleistungen fuumlr Endnutzer bereitstellen

1 Der Begriff Makrostrandorte bezeichnet die physische Infrastruktur die entweder bodennah oder auf dem Dach eines Gebaumludesinstalliert ist und an die Kommunikationsanlagen zur Einrichtung einer Zelle in einem Mobilfunknetz angebracht werdeneinschlieszliglich Streetworks und auf Dauer angelegte mobile Standorte bdquoStreetworksrdquo im Sinne dieses Prospekts sind kompakte undoptisch unauffaumlllige Einzelmasten die als Alternative zu dachinstallierten Funktuumlrmen verwendet werden um ergaumlnzende Abdeckungerhoumlhte Kapazitaumlt oder allgemeine Abdeckung in staumldtischen Gebieten bereitzustellen Auf Dauer angelegte mobile Standorterdquo sindbewegliche passive Infrastruktureinheiten mit einem vertikalen Element an dem aktive Sendeeinrichtungen angebracht werden koumlnnenbdquoStandorterdquo bezieht sich auf die passive Infrastruktur auf der die Kundengeraumlte zum Empfangen und Senden von Mobilfunksignalenmontiert sind sowie ihren physischen Standort

2 Mikrostandorte sind Standorte fuumlr verteilte Antennensysteme Repeater-Standorte und kleine Zellenstandorte3 Die Daten zur Marktpositionierung basieren auf der eigenen Einschaumltzung der Gesellschaft Diese Einschaumltzung ergibt sich aus der

Auswertung einer Reihe von oumlffentlich zugaumlnglichen Quellen durch die Gesellschaft wie zB einem von TowerXchange erstelltenBericht mit dem Titel bdquoTowerXchange Issue-29rdquo vom Juli 2020 und den oumlffentlichen Einreichungen anderer Funkturmunternehmensowie Broker-Berichten die von der Gesellschaft analysiert wurden um die Marktposition der Gruppe in jedem der Laumlnder in denendie Gruppe taumltig ist zu bestimmen Die Analyse der Marktposition der Gesellschaft basiert auf der Anzahl der Standorte die dieGruppe INWIT oder Cornerstone in jedem ihrer Maumlrkte besitzt oder betreibt und auf den ihrer Meinung nach vergleichbaren Datenund notwendigen Anpassungen hinsichtlich der anderen Funkturmunternehmen die sie analysiert hat Die geschaumltzte Marktposition derGruppe in Spanien basiert auf der Anzahl der Standorte ohne Rundfunk- und Funkstandorte ihres Konkurrenten Cellnex Die Analyseder Gesellschaft zur Marktposition beinhaltet nicht Mikrostandorte und Uumlbertragungsstandorte bei denen es sich um Standorte handeltdie den Backhaul-Verkehr buumlndeln

S-9

Das Bestandsportfolio der Gruppe wird durch langfristige vertragliche Verpflichtungen vonMobilfunknetzbetreibern uumlberwiegend mit Investment-Grade-Rating getragen die zu vorhersehbarenUmsatzerloumlsen fuumlhren mit regelmaumlszligigen Anpassungen an die Inflationsrate Dazu gehoumlren Rahmenvertraumlgefuumlr Dienstleistungen mit Tochtergesellschaften der Vodafone Group-Plc (zusammen mit ihren konsolidiertenTochtergesellschaften bdquoVodafonerdquo oder die bdquoVodafone-Grupperdquo) demmdashgemessen an der Anzahl anMobilfunkkundenmdashfuumlhrenden Mobilfunknetzbetreiber in Europa (Quelle Fitch Solutions)

Die Vermoumlgenswerte und das operative Geschaumlft von Vantage Towers wurden hauptsaumlchlich von Vodafone-Betriebsgesellschaften in ganz Europa uumlbernommen und als Eigentum der Gesellschaft konsolidiert In denmeisten Maumlrkten in denen Vantage Towers taumltig ist wurden die meisten ihrer Funkturmanlagen uumlber dreiJahrzehnte hinweg organisch entwickelt Folglich ist die Gesellschaft der Ansicht dass das internationaleStandortportfolio der Gruppe gut integriert ist von der strategischen Lage ihrer Standorte profitiert und einattraktiver potenzieller Partner fuumlr Mobilfunknetzbetreiber ist die ihre Netze erweitern oder verdichtenmoumlchten

Die Gruppe verfuumlgt uumlber ein Betriebsmodell das verbindliche langfristige Umsatzerloumlse mit regelmaumlszligigenAnpassungen die in der Regel an die Inflationsrate gekoppelt sind liefert

213 Hauptanteilseigner

Zum Datum dieses Prospekts ist die Vodafone GmbH eine nach deutschem Recht bestehende Gesellschaft mitbeschraumlnkter Haftung (bdquoVodafone Deutschlandrdquo oder die bdquoBestehende Aktionaumlrinrdquo) die einzige Aktionaumlrinder Gesellschaft

214 Beherrschung

Die Bestehende Aktionaumlrin beherrscht die Gesellschaft aufgrund ihrer 100-Beteiligung an deren Grundkapitalund an den Stimmrechten der Gesellschaft Die Vodafone Group Plc haumllt indirekt 100 des Stammkapitals derBestehenden Aktionaumlrin und daher uumlber die Bestehende Aktionaumlrin indirekt 100 der Stimmrechte an derGesellschaft und haumllt somit eine beherrschende Beteiligung an der Gesellschaft nach dem Wertpapiererwerbs-und Uumlbernahmegesetz

215 Vorstand

Der Vorstand der Gesellschaft hat drei Mitglieder Vivek Badrinath (Vorstandsvorsitzender (CEO)) ThomasReisten (Finanzvorstand (CFO)) und Christian Sommer (General Counsel Company Secretary)

216 Abschlusspruumlfer

Unabhaumlngiger Abschlusspruumlfer der Gesellschaft ist die Ernst amp Young GmbH WirtschaftspruumlfungsgesellschaftBoumlrsenplatz 1 50667 Koumlln Deutschland (bdquoEYrdquo) EY ist Mitglied der Wirtschaftspruumlferkammer Rauchstraszlige26 10787 Berlin Deutschland

22 Welches sind die wesentlichen Finanzinformationen uumlber die Emittentin

Der gepruumlfte verkuumlrzte kombinierte Zwischenabschluss der Gruppe fuumlr den Sechsmonatszeitraum zum30 September 2020 (der bdquoGepruumlfte Verkuumlrzte Kombinierte Zwischenhalbjahresabschlussrdquo) wurde von derGesellschaft nach den International Financial Reporting Standards fuumlr eine Zwischenberichterstattung (IAS 34)wie sie in der Europaumlischen Union anzuwenden sind (bdquoIFRSrdquo) erstellt Der Gepruumlfte Verkuumlrzte KombinierteZwischenhalbjahresabschluss wurde von EY gemaumlszlig sect 317 HGB in Uumlbereinstimmung mit den vom Institut derWirtschaftspruumlfer e V IDW festgestellten deutschen Grundsaumltzen ordnungsmaumlszligiger Abschlusspruumlfung gepruumlftund der Bestaumltigungsvermerk des unabhaumlngigen Abschlusspruumlfers wurde erteilt Der ungepruumlfte verkuumlrztekombinierte Zwischenabschluss der Gruppe fuumlr den Dreimonatszeitraum zum 31 Dezember 2020 (derbdquoUngepruumlfte Verkuumlrzte Kombinierte Zwischenquartalsabschlussrdquo) wurde nach den IFRS fuumlr eineZwischenberichterstattung (IAS 34) erstellt Wenn die Finanzdaten in den folgenden Tabellen als bdquogepruumlftrdquobezeichnet werden bedeutet dies dass sie aus dem Gepruumlften Verkuumlrzten KombiniertenZwischenhalbjahresabschluss uumlbernommen wurden Die Bezeichnung bdquoungepruumlftrdquo wird in den folgendenTabellen fuumlr Finanzdaten verwendet die nicht aus dem Gepruumlften Verkuumlrzten KombiniertenZwischenhalbjahresabschluss stammen sondern entweder dem Ungepruumlften Verkuumlrzten KombiniertenZwischenquartalsabschluss oder den Buchhaltungsaufzeichnungen oder internen Managementberichtssystemender Gesellschaft entnommen oder daraus abgeleitet wurden oder auf Berechnungen von Zahlen aus den zuvorgenannten Quellen basieren Die konsolidierten Pro-forma-Gewinn- und Verlustrechnungen der Gruppe fuumlr denZwoumllfmonatszeitraum zum 31 Maumlrz 2020 und fuumlr den Neunmonatszeitraum zum 31 Dezember 2020 und die

S-10

konsolidierte Pro-forma Bilanz der Gruppe zum 31 Dezember 2020 jeweils mit den entsprechenden Pro-forma-Erlaumluterungen wurden auf der Grundlage des vom IDW veroumlffentlichten IDWRechnungslegungshinweises Erstellung von Pro-Forma-Finanzinformationen (IDW RH HFA 1004) erstellt(die bdquoUngepruumlften Pro-forma-Finanzinformationenrdquo)

Wesentliche Finanzinformationen aus der verkuumlrzten kombinierten Zwischengewinn- und verlustrechnung


2020



Umsatzerloumlse 265 211Operatives Ergebnis 142 108Periodenergebnis 88 50

Wesentliche Finanzinformationen aus der verkuumlrzten kombinierten Zwischenbilanz

Zum30 September

2020

Zum31 Dezember


Summe Vermoumlgenswerte 5706 10414Summe Eigenkapital 3442 5003

Wesentliche Finanzinformationen aus der verkuumlrzten kombinierten Kapitalflusszwischenrechnung


2020



Netto-Cashflow aus Geschaumlftstaumltigkeit 103 276Netto-Cashflow fuumlr Investitionstaumltigkeit (39) (30)Netto-Cashflow fuumlr Finanzierungstaumltigkeit (61) (244)Netto-Zunahme der Zahlungsmittel und Zahlungsmittelaumlquivalente 3 3Zahlungsmittel und Zahlungsmittelaumlquivalente am Anfang der Periode mdash 3Zahlungsmittel und Zahlungsmittelaumlquivalente am Ende der Periode 3 6

Wesentliche Finanzinformationen aus der konsolidierten Pro-forma-Gewinn- und Verlustrechnung fuumlr denZwoumllfmonatszeitraum zum 31 Maumlrz 2020

Zwoumllf Monate zum 31 Maumlrz 2020Nicht

konsolidierteGuV der

Vantage Towers AG

AusgewaumlhlteFinanzinformationenFunkturmgeschaumlft(1)

HistorischeFinanzinformationen

insgesamt


insgesamtKonsolidierte

Pro-forma-GuV(ungepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft)

(in Mio EUR)Umsatzerloumlse mdash 95 95 850 945Operatives Ergebnis mdash (381) (381) 829 448Periodenergebnis mdash (403) (403) 718 314

Erlaumluterung

(1) Das Funkturmgeschaumlft bezieht sich auf das Geschaumlft das von Vodafones europaumlischen Funkturminfrastrukturanlagen inDeutschland Spanien Portugal der Tschechischen Republik Rumaumlnien Ungarn und Irland vor ihrer Trennung in Vantage Towersbetrieben wurde

S-11

Wesentliche Finanzinformationen aus der konsolidierten Pro-forma-Gewinn- und Verlustrechnung fuumlr denNeunmonatszeitraum zum 31 Dezember 2020


Zwischen-GuVfuumlr die sechsMonate zum

30 September2020


Zwischen-GuVfuumlr die dreiMonate zum31 Dezember

2020

Summeverkuumlrzte

kombinierteZwischen-GuVfuumlr die neunMonate zum31 Dezember

2020

Finanz-informationen

Funkturm-geschaumlft


2020

Summehistorische

Finanzinformationenfuumlr die neunMonate zum31 Dezember

2020

Summepro-forma-

Anpassungen

KonsolidiertePro-forma-GuV


2020(gepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft) (ungepruumlft)

(in Mio EUR)Umsatzerloumlse 265 211 476 14 490 235 725Operatives Ergebnis 142 108 250 (72) 178 185 363Periodenergebnis 88 50 138 (75) 64 150 214

Wesentliche Finanzinformationen aus der konsolidierten Pro-forma-Bilanz zum 31 Dezember 2020

Zum 31 Dezember 2020Verkuumlrzte

kombinierteZwischenbilanz der

Gruppe


insgesamt

KonsolidiertePro-forma-

Zwischenbilanz(ungepruumlft) (ungepruumlft) (ungepruumlft)

(in Mio EUR)Summe Vermoumlgenswerte 10414 58 10472Summe Eigenkapital 5003 58 5061

23 Welches sind die zentralen Risiken die fuumlr die Emittentin spezifisch sind

Eine Anlage in die Aktien der Gesellschaft unterliegt einer Reihe von Risiken die in diesem Abschnittdargestellt werden Sollten sich diese Risikenmdasheinzeln oder in Kombination mit anderenUmstaumlndenmdashrealisieren koumlnnen sie sich wesentlich nachteilig auf das Geschaumlft und die Finanz- undErtragslage der Gruppe auswirken

Die folgenden Risiken sind die fuumlr die Gesellschaft wesentlichsten spezifischen Risiken

bull Im Hinblick auf einen bedeutenden Teil ihres Umsatzerloumlses in all ihren Maumlrkten ist die Gruppe derzeitvon den Gesellschaften der Vodafone-Gruppe als ihren Hauptkunden abhaumlngig und wird diesvoraussichtlich auch weiterhin sein Falls Mitglieder der Vodafone-Gruppe nicht in der Lage seinsollten ihren Verpflichtungen zur Zahlung von faumllligen Betraumlgen im Zusammenhang mit dem jeweiligenVodafone-Rahmenvertrag fuumlr Dienstleistungen dessen Partei sie sind oder im Zusammenhang mitVerpflichtungsversprechen im Rahmen von Neubauprojekten oder Bauprojekten nach Kundenvorgabennachzukommen koumlnnte dies wesentliche nachteilige Auswirkungen auf das Geschaumlft und die Finanz- undErtragslage der Gruppe haben

bull Die europaumlische Telekommunikationsinfrastrukturbranche koumlnnte kuumlnftig verstaumlrktem Wettbewerbausgesetzt sein Sollte Vantage Towers nicht in der Lage sein effektiv mit einer Vielzahl andererTelekommunikationsinfrastrukturunternehmen zu konkurrieren koumlnnte sich dies nachteilig auf ihreFaumlhigkeit auswirken ihren Kundenstamm zu erweitern was wiederum Abwaumlrtsdruck auf den Umsatzdie Rentabilitaumlt und den Cashflow der Gruppe in zukuumlnftigen Perioden entfalten koumlnnte

bull Fuumlr einige Grundstuumlckspachten die die Nutzung der Grundstuumlcke auf denen sich die Funkturmanlagen derGruppe befinden durch die Gruppe regeln gibt es moumlglicherweise keine Verlaumlngerung bzw eineVerlaumlngerung nur zu wirtschaftlich unattraktiven Bedingungen oder es gibt allgemeine Streitigkeiten mitGrundeigentuumlmern die wenn sie in bedeutsamem Maszlige auftreten wesentliche nachteilige Auswirkungenauf die Margen und die Rentabilitaumlt der Gruppe haben koumlnnten und sich negativ auf das Renommee derGruppe in den Maumlrkten in denen sie taumltig ist auswirken koumlnnten

bull Die Ausweitung und Entwicklung des Geschaumlfts der Gruppe auch durch organisches Wachstum oderstrategische Akquisitionen ist mit einer Reihe von Risiken und Unsicherheiten verbunden die sichnachteilig auf ihr operatives Ergebnis auswirken oder ihren Geschaumlftsbetrieb stoumlren koumlnnten

bull Wesentliche Erhoumlhungen der Hauptkosten der Gruppe oder ein Scheitern bei der Erreichung geplanterKosteneffizienzen bzw die Unfaumlhigkeit geplante Kosteneffizienzen zu erreichen koumlnnten sich nachteiligauf die Margen und den Cashflow der Gruppe auswirken

S-12

bull Neue Technologien koumlnnten zu einer geringeren Nutzung von standortbezogenen Mobilfunkdienstenfuumlhren und koumlnnten das Geschaumlft der Gruppe in den Augen der Kunden weniger attraktiv oder notwendigerscheinen lassen Wenn es der Gruppe nicht gelingt die erforderlichen Faumlhigkeiten und Fachkenntnisse zuerwerben oder zu entwickeln um den sich aumlndernden Beduumlrfnissen ihrer Kunden gerecht zu werdenkoumlnnte dies zu einem Verlust von Kunden und einer Verschlechterung der Ergebnisse der Gruppe fuumlhren

bull Ein Ruumlckgang der Nachfrage nach Standorten oder Standortflaumlchen koumlnnte sich nachteilig auf dasWachstum des Geschaumlfts der Gruppe auswirken

bull Ein schwaches oder unsicheres wirtschaftliches Umfeld in den Maumlrkten in denen die Gruppe taumltig isteinschlieszliglich damit verbundener Schwankungen der Inflationsraten koumlnnte wesentliche nachteiligeAuswirkungen auf die Nachfrage nach den Dienstleistungen der Gruppe haben und Druck auf die Preiseausuumlben welche die Gruppe fuumlr ihre Dienstleistungen verlangt oder die Kosten die ihr entstehenerhoumlhen

bull Die Hauptkunden der Gruppe nutzen Frequenzen um ihre Mobilfunkdienste zu verbreiten Die Nachfragenach den Dienstleistungen der Gruppe koumlnnte sinken falls ihre Kunden nicht in der Lage sind dieseFrequenzen zu erhalten oder zu sichern was wesentliche nachteilige Auswirkungen auf die Umsatzerloumlseder Gruppe und folglich auf die Ertragslage haben koumlnnte

bull Das Geschaumlft der Gruppe und ihrer Kunden unterliegt sich aumlndernden Gesetzen und Vorschrifteneinschlieszliglich Umwelt- und Steuergesetzen die die Faumlhigkeit der Gruppe ihr Geschaumlft zu betreibenbeeintraumlchtigen Verzoumlgerungen bei Expansionsplaumlnen bewirken oder zusaumltzliche Kosten verursachenkoumlnnten

bull Die Vodafone Group Plc koumlnnte wesentlichen Einfluss auf Entscheidungen der Hauptversammlungnehmen und die Interessen der Vodafone Group Plc koumlnnten sich von denjenigen der uumlbrigenGesellschafter der Gruppe unterscheiden

bull Die begrenzte Verfuumlgbarkeit und Vergleichbarkeit historischer Finanzinformationen bezuumlglich der Gruppekann es Anlegern erschweren die historische Wertentwicklung der Gruppe und deren kuumlnftigeGeschaumlftsaussichten zu bewerten

bull Die Ungepruumlften Pro-forma-Finanzinformationen sind moumlglicherweise fuumlr die kuumlnftige Ertrags- undFinanzlage der Gruppe nicht repraumlsentativ

bull Moumlglicherweise kann die Gruppe die potenziellen Vorteile die sie von ihrer Trennung von Vodafone zuerreichen erwartet einschlieszliglich der Faumlhigkeit effizienter ihre Vermoumlgenswerte zu nutzen und Kapital zuallokieren nicht realisieren Sollte die Gruppe nicht in der Lage sein einige oder alle dieser Vorteile zuerzielen koumlnnte dies wesentliche negative Auswirkungen auf die Finanz- und Ertragslage der Gruppehaben

3 Basisinformationen uumlber die Wertpapiere

31 Welches sind die wichtigsten Merkmale der Wertpapiere

311 Art Gattung Nennwert

Diese Zusammenfassung bezieht sich auf das Angebot von Namensaktien ohne Nennbetrag der GesellschaftISIN DE000A3H3LL2 Wertpapierkennnummer (WKN) A3H 3LL Common Code 230832161Handelssymbol VTWR und die Zulassung

312 Anzahl der Wertpapiere

Das Grundkapital der Gesellschaft betraumlgt zum Datum dieses Prospekts EUR 505782265 und ist eingeteilt in505782265 Namensaktien ohne Nennbetrag Auf jede Aktie der Gesellschaft entfaumlllt ein rechnerischer Anteilvon EUR 100 am Grundkapital der Gesellschaft Alle Aktien der Gesellschaft sind voll eingezahlt

313 Waumlhrung

Die Aktien der Gesellschaft sind in Euro denominiert

S-13

314 Verbundene Rechte

Jede Aktie der Gesellschaft berechtigt zu einer Stimme in der Hauptversammlung der Gesellschaft Es bestehenkeine Stimmrechtsbeschraumlnkungen Die Aktien der Gesellschaft sind ab dem 1 April 2020 in Euro volldividendenberechtigt

315 Liquidation

Im Falle der Liquidation der Gesellschaft wird der Erloumls an die Inhaber der Aktien der Gesellschaft imVerhaumlltnis zu ihrem Anteil am Grundkapital der Gesellschaft verteilt

316 Rang

Die Aktien der Gesellschaft sind im Fall einer Insolvenz der Gesellschaft gegenuumlber allen anderenWertpapieren und Forderungen nachrangig

317 Freie Handelbarkeit

Die Aktien der Gesellschaft sind nach den gesetzlichen Bestimmungen fuumlr Namensaktien frei uumlbertragbarAbgesehen von zwischen der Gesellschaft der Bestehenden Aktionaumlrin und den Konsortialbanken sowiezwischen der Gesellschaft der Bestehenden Aktionaumlrin und Digital Colony einem fuumlhrenden Investor undBetreiber im Bereich der digitalen Infrastruktur der zugesagt hat als Cornerstone Investor im Angebot zufungieren abgeschlossenen uumlblichen Lock-up-Vereinbarungen bestehen keine Beschraumlnkungen in Bezug auf dieVeraumluszligerung oder Uumlbertragbarkeit der Aktien der Gesellschaft

318 Dividendenpolitik

Vorbehaltlich des Vorhandenseins eines ausschuumlttungsfaumlhigen Bilanzgewinns und rechtlicher Einschraumlnkungenim Hinblick auf die Ausschuumlttung von Gewinnen und verfuumlgbaren Geldmitteln strebt die Gesellschaft an 60der Summe aus wiederkehrendem frei verfuumlgbarem Cashflow und Dividenden die sie von INWIT undCornerstone erhaumllt auszuschuumltten Die Gesellschaft beabsichtigt fuumlr den Zwoumllfmonatszeitraum zum 31 Maumlrz2021 eine jaumlhrliche Dividende von EUR 280 Millionen (einschlieszliglich 60 der von INWIT fuumlr dasGeschaumlftsjahr zum 31 Dezember 2020 festgesetzten Dividende) festzusetzen und im Juli 2021 auszuschuumlttenDie zukuumlnftige Festlegung der Dividendenzahlung erfolgt nach den geltenden Gesetzen und haumlngt unteranderem von der Ertragslage der Gesellschaft den ausschuumlttungsfaumlhigen Ruumlcklagen nach HGB der Finanzlageden vertraglichen Beschraumlnkungen und den Eigenkapitalanforderungen ab Die zukuumlnftige Dividendenfaumlhigkeitder Gesellschaft kann durch die Bedingungen bestehender und zukuumlnftiger Fremdkapitalinstrumente oderVorzugspapiere eingeschraumlnkt sein

32 Wo werden die Wertpapiere gehandelt

Die Gesellschaft wird die Zulassung der Aktien der Gesellschaft zum Handel im regulierten Markt derFrankfurter Wertpapierboumlrse (die bdquoFrankfurter Wertpapierboumlrserdquo) mit gleichzeitiger Zulassung zumTeilsegment des regulierten Marktes mit weiteren Zulassungsfolgepflichten (Prime Standard) beantragen DerHandel mit den Aktien der Gesellschaft wird voraussichtlich am 18 Maumlrz 2021 an der FrankfurterWertpapierboumlrse beginnen

33 Welches sind die zentralen Risiken die fuumlr die Wertpapiere spezifisch sind

Die Aktien der Gesellschaft wurden bisher nicht an der Boumlrse gehandelt und es gibt keine Garantie dafuumlr dasssich ein aktiver und liquider Markt fuumlr die Aktien der Gesellschaft entwickeln wird oder aufrechterhaltenwerden kann Daher unterliegt der Kurs der Aktien der Gesellschaft moumlglicherweise einer Volatilitaumlt undAnleger werden unter bestimmten Umstaumlnden moumlglicherweise nicht in der Lage sein die Aktien zumendguumlltigen Angebotspreis einem houmlheren Preis oder uumlberhaupt verkaufen zu koumlnnen

4 Basisinformationen uumlber das oumlffentliche Angebot von Wertpapieren und die Zulassung zum Handelan einem geregelten Markt

41 Zu welchen Konditionen und nach welchem Zeitplan kann ich in dieses Wertpapier investieren

411 Angebotskonditionen

Das Angebot von 124444444 Namensaktien ohne Nennbetrag und mit voller Dividendenberechtigung in Eurosab dem 1 April 2020 (das bdquoAngebotrdquo) besteht aus (i) 88888889 Namensaktien ohne Nennbetrag aus dem

S-14

Bestand der Bestehenden Aktionaumlrin (die bdquoBasisaktienrdquo) (ii) 22222222 Namensaktien ohne Nennbetrag ausdem Bestand der Bestehenden Aktionaumlrin (die bdquoZusaumltzlichen Basisaktienrdquo) wobei die Anzahl der Aktien dietatsaumlchlich bei Anlegern platziert werden sollen unter dem Vorbehalt der Ausuumlbung einer Upsize-Option aufBeschluss der Bestehenden Aktionaumlrin nach Vereinbarung mit den Joint Global Coordinators zum Zeitpunkt derPreisfestsetzung aufgrund der Marktnachfrage (die bdquoUpsize-Optionrdquo) steht und (iii) 13333333 bestehendenNamensaktien ohne Nennbetrag aus dem Bestand der Bestehenden Aktionaumlrin im Zusammenhang mit einermoumlglichen Mehrzuteilung (die bdquoMehrzuteilungsaktienrdquo und zusammen mit den Basisaktien und denZusaumltzlichen Basisaktien die bdquoAngebotsaktienrdquo) Die Bestehende Aktionaumlrin zielt auf einen angestrebtenMindestbruttoerloumls von ca EUR 2000 Millionen und einen angestrebten maximalen Bruttoerloumls von caEUR 2800 Millionen aus dem Angebot ab Die Bestehende Aktionaumlrin wird die endguumlltige Anzahl der imAngebot platzierten Aktien reduzieren falls der Angebotspreis das untere Ende der Preisspanne uumlbersteigt DerAngebotszeitraum in dem Anleger Kaufangebote fuumlr die Angebotsaktien abgeben koumlnnen beginntvoraussichtlich am 9 Maumlrz 2021 und endet voraussichtlich am 17 Maumlrz 2021 (der bdquoAngebotszeitraumrdquo)

412 Umfang des Angebots

Das Angebot besteht aus einem erstmaligen oumlffentlichen Angebot in Deutschland und Privatplatzierungen inbestimmten Rechtsordnungen auszligerhalb Deutschlands In den Vereinigten Staaten von Amerika (diebdquoVereinigten Staatenrdquo) werden die Angebotsaktien nur qualifizierten institutionellen Kaumlufern (QualifiedInstitutional Buyers bdquoQIBsrdquo) im Sinne von Rule 144A des Securities Act of 1933 der Vereinigten Staaten (derbdquoSecurities Actrdquo) angeboten und verkauft Auszligerhalb der Vereinigten Staaten werden die Angebotsaktien nurim Rahmen von Offshore-Transaktionen auf der Grundlage von Regulation S des Securities Act angeboten undverkauft Die Angebotsaktien wurden und werden nicht nach dem Securities Act oder bei einerWertpapieraufsichtsbehoumlrde eines Bundesstaates oder einer anderen Gebietskoumlrperschaft in den VereinigtenStaaten registriert

413 Zeitplan des Angebots

Der voraussichtliche Zeitplan fuumlr das Angebot das verlaumlngert oder verkuumlrzt werden kann und Aumlnderungenvorbehalten bleibt sieht wie folgt aus

8 Maumlrz 2021 Billigung dieses Prospekts durch die BaFin9 Maumlrz 2021 Veroumlffentlichung des gebilligten Prospekts auf der Website der Gesellschaft unter

wwwvantagetowerscom in der Rubrik wwwvantagetowerscominvestorsipoBeginn des AngebotszeitraumsAntrag auf Zulassung der Aktien der Gesellschaft zum Handel im regulierten Marktder Frankfurter Wertpapierboumlrse mit gleichzeitiger Zulassung zum Teilsegment desregulierten Marktes der Frankfurter Wertpapierboumlrse mit weiterenZulassungsfolgepflichten (Prime Standard)

17 Maumlrz 2021 Ablauf des Angebotszeitraums der am letzten Tag des Angebotszeitraums um(i) 1200 Uhr (MEZ) fuumlr private Anleger bzw um (ii) 1400 Uhr (MEZ) fuumlrinstitutionelle Anleger eintreten wirdVon der Frankfurter Wertpapierboumlrse zu erteilenden ZulassungsentscheidungFestlegung des Angebotspreises (der bdquoAngebotspreisrdquo) und der endguumlltigen Anzahlder zuzuteilenden AktienVeroumlffentlichung des Angebotspreises in Form einer Ad-hoc-Mitteilung uumlber einelektronisches Informationsverbreitungssystem und auf der Website der Gesellschaftunter wwwvantagetowerscom in der Rubrik wwwvantagetowerscominvestorsipo

18 Maumlrz 2021 Aufnahme des Handels mit den Aktien der Gesellschaft an der FrankfurterWertpapierboumlrse

22 Maumlrz 2021 Buchmaumlszligige Lieferung der Angebotsaktien gegen Zahlung des Angebotspreises

414 Preisspanne und Angebotspreis

Die Preisspanne innerhalb derer Kaufangebote abgegeben werden koumlnnen betraumlgt EUR 2250 bis EUR 2900je Angebotsaktie (bdquoPreisspannerdquo) Der Angebotspreis und die endguumlltige Anzahl an Aktien die im Rahmendes Angebots platziert werden werden am Ende des Bookbuilding-Verfahrens von der Bestehenden Aktionaumlrinnach Abstimmung mit der Gesellschaft sowie mit den Joint Global Coordinators als den Vertretern derKonsortialbanken festgesetzt Der Angebotspreis wird auf Grundlage der von den Anlegern waumlhrend desAngebotszeitraums abgegebenen Kaufangebote die in dem waumlhrend des Bookbuilding-Verfahrens erstelltenOrderbuch gesammelt worden sind festgesetzt

S-15

415 Cornerstone Investition

Vorbehaltlich bestimmter uumlblicher Bedingungen hat Digital Colony ein fuumlhrender Investor und Betreiber imBereich der digitalen Infrastruktur gemeinsam mit RRJ Capital einem globalen in Singapur ansaumlssigenBeteiligungsfonds zugesagt als Cornerstone Investor im Angebot zu fungieren Digital Colony und RRJ Capitalhaben sich verpflichtet Angebotsaktien bis zu einem maximalen Gesamtkaufpreis von EUR 500 Millionenbzw EUR 450 Millionen zu erwerben

416 Unwiderrufliche Investition

Verbundene Unternehmen der Crystal Almond Sagraverl haben sich unwiderruflich dazu verpflichtetAngebotsaktien zum Angebotspreis fuumlr eine Gegenleistung von insgesamt EUR 100000000 unter dereinzigen Bedingung des Vollzugs des Angebots innerhalb von 90 Tagen seit der Bekanntmachung der geplantenAktienplatzierung (Intention to Float) zu erwerben

417 Aumlnderungen der Angebotsbedingungen

Die Bestehende Aktionaumlrin behaumllt sich nach Abstimmung mit der Gesellschaft sowie mit den Joint GlobalCoordinators als den Vertretern der Konsortialbanken das Recht vor (i) die Gesamtzahl der Angebotsaktien zuerhoumlhen oder zu verringern (ii) die Obergrenze undoder die Untergrenze der Preisspanne zu erhoumlhen oder zuverringern undoder (iii) den Angebotszeitraum zu verlaumlngern oder zu verkuumlrzen Solche Aumlnderungen fuumlhrennicht zur Unguumlltigkeit bereits abgegebener Kaufangebote fuumlr die Angebotsaktien Unter bestimmten uumlblichenVoraussetzungen koumlnnen die Joint Global Coordinators im Namen der Konsortialbanken den Uumlbernahmevertrag(wie nachstehend definiert) auch nach Aufnahme des Handels mit den Aktien der Gesellschaft im reguliertenMarkt der Frankfurter Wertpapierboumlrse kuumlndigen In diesem Fall findet das Angebot nicht statt und bereitserfolgte Zuteilungen an die Anleger werden annulliert

418 Stabilisierungsmaszlignahmen Mehrzuteilung und Greenshoe-Option

Zur Abdeckung potenzieller Mehrzuteilungen hat sich die Bestehende Aktionaumlrin bereit erklaumlrt bis zu13333333 Mehrzuteilungsaktien in Form eines Wertpapierdarlehens kostenlos zur Verfuumlgung zu stellen ImZusammenhang mit der Platzierung der Angebotsaktien handelt Morgan Stanley fuumlr Rechnung derKonsortialbanken als Stabilisierungsmanager (der bdquoStabilisierungsmanagerrdquo) und kann entsprechend dengesetzlichen Vorschriften Stabilisierungsmaszlignahmen ergreifen um den Kurs der Aktien der Gesellschaft zustuumltzen Der Stabilisierungsmanager ist nicht verpflichtet Stabilisierungsmaszlignahmen zu ergreifen Im Rahmender moumlglichen Stabilisierungsmaszlignahmen koumlnnen Anlegern bei der Zuteilung der Angebotsaktien zusaumltzlich zuden Basisaktien und den Zusaumltzlichen Basisaktien Mehrzuteilungsaktien zugeteilt werden Die Gesamtzahl derMehrzuteilungsaktien die zugeteilt werden kann darf 15 der Anzahl der Basisaktien nicht uumlberschreitenDaruumlber hinaus gewaumlhrte die Bestehende Aktionaumlrin den Konsortialbanken die Option Aktien der Gesellschaftin einer der Anzahl der zugeteilten Mehrzuteilungsaktien entsprechenden Anzahl zum Angebotspreis abzuumlglichvereinbarter Provisionen (die bdquoGreenshoe-Optionrdquo) zu erwerben Der Stabilisierungsmanager ist berechtigt dieGreenshoe-Option waumlhrend der Stabilisierungsperiode fuumlr Rechnung der Konsortialbanken auszuuumlben soweitMehrzuteilungsaktien zugewiesen wurden Die Anzahl der Aktien der Gesellschaft die im Rahmen derGreenshoe-Option erworben werden koumlnnen vermindert sich um die Anzahl der Aktien die derStabilisierungsmanager zum Zeitpunkt der Ausuumlbung der Greenshoe-Option haumllt und die derStabilisierungsmanager im Rahmen von Stabilisierungsmaszlignahmen erworben hat

419 Plan fuumlr den Vertrieb

Die Zuteilung von Angebotsaktien an Privatanleger und institutionelle Investoren wird von der BestehendenAktionaumlrin nach Abstimmung mit der Gesellschaft und den Joint Global Coordinators festgelegt DieEntscheidung liegt letztlich bei der Bestehenden Aktionaumlrin

4110 Verwaumlsserung

Der Nettovermoumlgenswert der Gesellschaft (Summe Vermoumlgenswerte abzuumlglich kurzfristiger Verbindlichkeitenund langfristiger Verbindlichkeiten wie im Ungepruumlften Verkuumlrzten Kombinierten Zwischenquartalsabschlussdargestellt) (der bdquoNettovermoumlgenswertrdquo) belief sich zum 31 Dezember 2020 auf EUR 50028 Millionen bzwEUR 989 pro Aktie der Gesellschaft basierend auf 505782265 unmittelbar vor dem Angebot ausstehendenAktien der Gesellschaft Daher ist der Nettovermoumlgenswert pro Aktie um EUR 1586 (unmittelbareVerwaumlsserung der neuen Aktionaumlre der Gesellschaft) geringer als der Angebotspreis in Houmlhe vonEUR 2575 pro Aktie (basierend auf der Mitte der Preisspanne) bzw liegt der Nettovermoumlgenswert proAktie um 6159 unter dem Angebotspreis in Houmlhe von EUR 2575 pro Aktie (basierend auf der Mitte derPreisspanne)

S-16

4111 Gesamtkosten

Die im Zusammenhang mit dem Angebot der Angebotsaktien und der Zulassung stehenden Gesamtkosten und-auslagen (welche (i) die Provisionen fuumlr die Konsortialbanken (unter der Annahme der vollstaumlndigen Zahlungsowohl der Basisverguumltung als auch der Ermessensverguumltung) und (ii) andere geschaumltzte Auslagen beinhalten)werden auf ca EUR 98 Millionen (unter der Annahme dass der angestrebte maximale Bruttoerloumls vonEUR 2800 Millionen erzielt wird) und EUR 88 Millionen (unter der Annahme dass der angestrebteMindestbruttoerloumls von EUR 2000 Millionen erzielt wird)

4112 Kosten die den Anlegern in Rechnung gestellt werden

Die Kosten die der Bestehenden Aktionaumlrin oder den Konsortialbanken entstehen werden den Anlegern nichtin Rechnung gestellt jedoch werden die Anleger die von ihrem Broker oder ihrer Depotbank fuumlr den Kauf unddas Halten von Wertpapieren erhobenen Gebuumlhren selbst tragen muumlssen

42 Wer ist der Anbieter undoder die die Zulassung zum Handel beantragende Person

421 Anbieter

Das Angebot wird von BofA Securities 51 rue La Boeacutetie 75008 Paris FrankreichLEI 549300FH0WJAPEHTIQ77 Morgan Stanley Groszlige Gallusstraszlige 18 60312 Frankfurt am MainDeutschland LEI 54930056FHWP7GIWYY08 UBS 5 Broadgate London EC2M 2QS VereinigtesKoumlnigreich LEI BFM8T61CT2L1QCEMIK50 Barclays Bank Ireland Plc One Molesworth Street Dublin2 Irland D02 FR29 LEI 2G5BKIC2CB69PRJH1W31 Joh Berenberg Gossler amp Co KG NeuerJungfernstieg 20 20354 Hamburg Deutschland LEI 529900UC2OD7II24Z667 BNP PARIBAS16 boulevard des Italiens 75009 Paris Frankreich LEI R0MUWSFPU8MPRO8K5P83 Deutsche BankAktiengesellschaft Mainzer Landstraszlige 11-17 60329 Frankfurt am Main DeutschlandLEI 7LTWFZYICNSX8D621K86 Goldman Sachs Bank Europe SE Marienturm Taunusanlage 9-10 60329Frankfurt am Main Deutschland LEI 8IBZUGJ7JPLH368JE346 und Jefferies GmbH BockenheimerLandstraszlige 24 60323 Frankfurt am Main Deutschland LEI 5493004I3LZM39BWHQ75 abgegeben

422 Zulassung zum Handel

Die Gesellschaft wird gemeinsam mit Morgan Stanley die als Listing Agent fungiert die Zulassung der Aktiender Gesellschaft zum Handel beantragen

43 Weshalb wird dieser Prospekt erstellt

431 Gruumlnde fuumlr das Angebot und die Zulassung zum Handel

Die Gesellschaft beabsichtigt ihr gesamtes Grundkapital am regulierten Markt der Frankfurter Wertpapierboumlrsesowie im Teilsegment mit weiteren Zulassungsfolgepflichten (Prime Standard) der Frankfurter Wertpapierboumlrsezu notieren Die Gruumlnde fuumlr das Angebot and die Zulassung zum Handel sind (i) es Vantage Towers zuermoumlglichen Zugang zum Kapitalmarkt zu erhalten und (ii) und den inneren Wert von Vantage Towers alseinem kommerziell orientierten engagierten und unabhaumlngigen Betreiber von Mobilkommunikationsfunkturm-Infrastrukturen hervorzuheben

432 Zweckbestimmung und geschaumltzter Nettobetrag der Erloumlse

Die Gesellschaft wird keine Erloumlse aus dem Verkauf der Angebotsaktien erhalten Unter der Annahme desangestrebten Mindestbruttoerloumlses von EUR 2000 Millionen aus dem Angebot fuumlr die Bestehende Aktionaumlrinwuumlrde der Nettoerloumls fuumlr die Bestehende Aktionaumlrin circa EUR 1912 Millionen nach Abzug der Gesamtkostenund -auslagen in Houmlhe von geschaumltzten EUR 88 Millionen im Zusammenhang mit dem Angebot und derZulassung (welche (i) Provisionen fuumlr die Konsortialbanken (unter der Annahme der vollstaumlndigen Zahlungsowohl der Basisverguumltung als auch der Ermessensverguumltung) und (ii) andere geschaumltzte Auslagen) betragen

Unter der Annahme des angestrebten maximalen Bruttoerloumlses von EUR 2800 Millionen aus dem Angebot fuumlrdie Bestehende Aktionaumlrin wuumlrde der Nettoerloumls fuumlr die Bestehende Aktionaumlrin circa EUR 2702 Millionennach Abzug der Gesamtkosten und -auslagen in Houmlhe von geschaumltzten EUR 98 Millionen im Zusammenhangmit dem Angebot und der Zulassung (welche (i) Provisionen fuumlr die Konsortialbanken (unter der Annahme dervollstaumlndigen Zahlung sowohl der Basisverguumltung als auch der Ermessensverguumltung) und (ii) andere geschaumltzteAuslagen) betragen

S-17

433 Uumlbernahmevertrag

Am 8 Maumlrz 2021 haben die Gesellschaft die Bestehende Aktionaumlrin und die Konsortialbanken eineUumlbernahmevereinbarung uumlber das Angebot und den Verkauf der Angebotsaktien im Zusammenhang mit demAngebot abgeschlossen (der bdquoUumlbernahmevertragrdquo) Der Uumlbernahmevertrag sieht auch vor dass dieVerpflichtungen der Konsortialbanken von der Erfuumlllung bestimmter Bedingungen einschlieszliglich derUnterzeichnung einer Preisvereinbarung zur Uumlbernahme und zum Kauf der Angebotsaktien zumAngebotspreis abhaumlngig sind Im Uumlbernahmevertrag haben sich die Bestehende Aktionaumlrin und dieGesellschaft verpflichtet die Konsortialbanken von bestimmten Verbindlichkeiten freizustellen die imZusammenhang mit dem Angebot entstehen koumlnnen einschlieszliglich Verbindlichkeiten nach anwendbaremWertpapierrecht

434 Wesentliche Interessenkonflikte in Bezug auf das Angebot

In Bezug auf das Angebot und die Zulassung bestehen keine Interessenkonflike

S-18

1 RISK FACTORS

Prospective investors should carefully consider the following risk factors in conjunction with the otherinformation in this prospectus (ldquoProspectusrdquo) before making an investment in the shares of Vantage Towers AG(the ldquoCompanyrdquo) In this Prospectus the terms ldquoVantage Towersrdquo ldquoVantage Towers Grouprdquo and ldquoGrouprdquohave the meaning given to them in ldquo26 Glossaryrdquo ldquoSitesrdquo comprise the infrastructure (ldquoPassiveInfrastructurerdquo) on which customer equipment used to receive and transmit mobile network signals(ldquoActive Equipmentrdquo) is mounted as well as its physical location ldquoMacro Sitesrdquo are physical infrastructureeither ground based or located on the top of a building where communications equipment is placed to create acell in a mobile network and include Streetworks and Long-Term Mobile Sites ldquoStreetworksrdquo are compact andvisually discreet monopole masts that are used to provide infill coverage increased capacity or generalcoverage in urban areas as an alternative to rooftop towers ldquoLong-Term Mobile Sitesrdquo are transportablePassive Infrastructure units with a vertical element capable of hosting Active Equipment

According to article 16 of Regulation (EU) No 20171129 (the ldquoProspectus Regulationrdquo) (assupplemented by Commission delegated Regulation (EU) 2019980 and Commission delegated Regulation(EU) 2019979) the risk factors featured in a prospectus must be limited to risks which are specific to theissuer andor to the securities and which are material for investors in making an informed investment decisionTherefore the following risks are only those material risks that are specific to the Company and to theCompanyrsquos shares The following risk factors are organized into categories In each category the most materialrisk factors in the assessment undertaken by the Company taking into account the expected magnitude of theirnegative impact on the Company and the probability of their occurrence are set out first with the two mostmaterial risk factors mentioned at the beginning of each category The risks mentioned may materializeindividually or cumulatively

11 Risks Related to the Grouprsquos Business and Industry

111 The Group currently depends and expects to continue to depend on Vodafone Group companiesas its primary customers across its markets for a significant percentage of its revenue

The Vantage Towers Group derives the majority of its revenue from members of the group comprisingVodafone Group Plc and its consolidated subsidiaries (the ldquoVodafone Grouprdquo or ldquoVodafonerdquo) In each of themarkets in which the Group operates the local Vantage Towers operating company has entered into a masterservices agreement (each a ldquoVodafone MSArdquo) with the local Vodafone operating company (each a ldquoVodafoneOperatorrdquo) On a pro forma basis Vodafone accounted for 83 and 84 of the Grouprsquos Macro Site revenue(being revenue earned from renting space and providing services to customers on Macro Sites) for the twelvemonths ended March 31 2020 and the nine months ended December 31 2020 respectively Furthermore underthe Vodafone MSAs Vodafone has committed to contract for the construction of approximately 6850 newbuilt-to-suit (ldquoBTSrdquo) Macro Sites across the Grouprsquos markets between April 1 2021 and March 31 2026except in Greece where the commitment is to contract for the construction of 250 new BTS Sites betweenNovember 17 2020 and November 16 2025 (the ldquoVodafone BTS Commitmentrdquo and the period for whichVodafone has made this commitment the ldquoVodafone BTS Commitment Periodrdquo) The Group is alsoVodafonersquos preferred supplier for additional Sites ordered by Vodafone over and above the Vodafone BTSCommitment during and after the Vodafone BTS Commitment Period The Grouprsquos revenues from othercustomers are primarily generated from the main mobile network operators (ldquoMNOsrdquo) other than Vodafone ineach of the Grouprsquos markets including Deutsche Telekom and Telefoacutenica in the Federal Republic of Germany(ldquoGermanyrdquo) Orange and Telefoacutenica in Spain Cosmote and Wind Hellas Telecommunications SA (ldquoWindHellasrdquo) in Greece and NOS and MEO in Portugal

As the majority of the Grouprsquos revenue is currently generated from members of the Vodafone GroupVantage Towers is exposed to credit or business risks affecting such members and the Vodafone Group as awhole Members of the Vodafone Group that are customers of Vantage Towers may experience a decline in thedemand for their services or may be unable to meet or be prevented from meeting their financial or otherobligations towards the Group These circumstances could arise for a variety of reasons including those outsidetheir control such as general economic instability or trends affecting and reducing demand in thetelecommunications industry If as a result of a prolonged economic downturn or otherwise Vodafoneexperiences financial difficulties or members of the Vodafone Group are unable to meet their obligations topay sums due under the respective Vodafone MSAs to which they are a party or under new build projects orBTS commitments that they have made (including the Vodafone BTS Commitment) this could result in a lossof business and revenue for Vantage Towers Furthermore to the extent that Vodafone was to sell one or moreVodafone Operators to a third party the Group may be exposed to increased credit or business risks dependingon the financial condition of the purchaser

1

Members of the Vodafone Group are also major customers of Infrastrutture Wireless Italiane SpA(ldquoINWITrdquo) an Italian public company operating in the mobile network infrastructure sector in Italy in whichthe Group owns 332 of the outstanding share capital and Cornerstone Telecommunications InfrastructureLimited (ldquoCornerstonerdquo) a joint venture company operating the joint towers business of Vantage Towers andTelefoacutenica UK Limited (ldquoTelefoacutenica UKrdquo) in the United Kingdom in which the Group owns 50 of theoutstanding share capital Members of the Vodafone Group have entered into MSAs with both INWIT andCornerstone and have made BTS commitments to both companies If Vodafone is unable to meet its obligationsto INWIT or Cornerstone for any reason this could result in a loss of business and revenue for INWIT orCornerstone and thereby reduce the amount or prevent the payment of any dividend INWIT or Cornerstoneare able to distribute to Vantage Towers

Any of these dynamics could have a material adverse effect on the Grouprsquos business financial conditionand results of operations

112 The European telecommunications infrastructure industry could experience increased competitionin the future

The Grouprsquos success will depend on its ability to compete against a variety of other telecommunicationsinfrastructure companies The Group may experience increased competition in certain areas of activity fromestablished and new competitors including independent tower companies that may enter its markets In recentyears an increase in the number of European tower companies and corresponding number of available Sites hasresulted in more intense competition for MNO customers as tower companies seek to increase their tenancies(being customer points of presence hosted on Macro Sites unless otherwise noted (ldquotenanciesrdquo) includingphysical tenancies and active sharing tenancies (both as defined below)) which may lead to downward pressureon prices for hosting services Additionally certain national or international MNOs may decide to compete withthe Group by expanding or diversifying their operations thereby causing a further increase in the level ofcompetition Vertically integrated MNOs could also enter into agreements (including reciprocal hosting termswith other vertically integrated MNOs) that lead to greater sharing of Passive Infrastructure which coulddecrease demand for Sites and allow those MNOs to offer lower prices than competing tower companies canoffer

To compete effectively the Group needs to design and market its services successfully maintain itsinfrastructure and anticipate and respond to various competitive factors affecting all of its markets andcustomers such as pricing strategies adopted by the Grouprsquos competitors emerging technologies changes inconsumer preferences and general economic and social conditions While the Vodafone MSAs have long-termpricing linked to inflation competitive pressures or the Grouprsquos inability to remain competitive could materiallyand adversely affect the Grouprsquos contract rates and revenue from other customers Should Vantage Towers beunable to compete effectively this may adversely affect its ability to capture tenancies in its markets and growits customer base which in turn would put downward pressure on the Grouprsquos revenue profitability and cashflows in future periods

113 Certain ground leases governing the Grouprsquos use of the land on which its tower assets are locatedmay be subject to non-renewal renewal on commercially unattractive terms or general disputeswith landowners

As of December 31 2020 Vantage Towers operated approximately 47200 Sites across Europe whichwere in addition to approximately 26400 Sites operated by INWIT (as of September 30 2020) andapproximately 15400 Sites operated by Cornerstone While the Group operates all of its tower assets almostall of the land on which the Grouprsquos tower assets are located is operated and managed under leases licenses oradministrative concessions with third parties or public authorities These leases are for a contracted term andlandowners may not wish to renew their leases with the Group when they expire or may request increased rentsin order to renew the lease term Furthermore as a result of the transfer of lease agreements from members ofthe Vodafone Group to Vantage Towers Group companies as part of the establishment of Vantage Towers theGroup may have to renegotiate the terms of certain lease agreements Some of the Grouprsquos landlords mayrequest changes to the length of or an increase in the ground lease rates under these agreements as part ofthese negotiations In certain countries renegotiations may also be required if new infrastructure outside of thescope of the original lease agreements is added to the Grouprsquos Sites including the infrastructure required toprovide 5G coverage To the extent the Group is unable to pass through any increased rental costs to itscustomers this would have a negative impact on its margins Landlords may also lose their rights to the landthey own or they may transfer their land interests to third parties including to ground lease aggregators able to

2

use their scale to negotiate terms that may be less favorable to the Group which could affect the Grouprsquosability to renew leases on commercially viable terms or at all

In addition members of the Group have in the past and may in the future become involved in disputeswith their landlords which could interfere with Vantage Towersrsquo operation of a given Site or force VantageTowers to construct new Sites in order to continue providing services to its customers For example the Groupmay face disputes with landowners regarding the particular terms of a lease including in relation to its abilityto sublease a particular Site or otherwise expand the amount of equipment or operations carried out on a Siteor regarding access to the Site Furthermore in connection with the establishment of Vantage Towers the leasesunderpinning certain Sites were transferred to Group companies without seeking the explicit consent of therelevant landlords Some of these landlords could potentially challenge such transfers or the contractualarrangements with Vodafone in respect of the relevant Site The Grouprsquos inability to negotiate rent renewals onattractive terms or to protect its rights to the land under its towers may result in an increase in lease-relatedcosts andor a loss of access to certain Sites The loss of access to certain Sites could result in interruptions tothe Grouprsquos ability to provide services and the need to incur additional capital expenditure or costs to constructnew alternative Sites for the Grouprsquos customers If any of these events were to occur to a significant extentthey could have a material adverse effect on the Grouprsquos margins and profitability and could have a negativeimpact on the Grouprsquos reputation in the markets in which it operates

114 The expansion and development of the Grouprsquos business including through organic growth orstrategic acquisitions involves a number of risks and uncertainties that could adversely affect itsoperating results or disrupt its operations

The Company expects to grow its business by increasing tenancies on its Sites building new Sitesdeveloping new infrastructure and services to serve the growth of its customers and conducting strategicacquisitions in its current markets or in new markets

In the medium term the Group is targeting a tenancy ratio (as defined below) in excess of 150x acrossthe operations in which it has a controlling interest being Germany Spain Greece Portugal the CzechRepublic Romania Hungary and Ireland (the ldquoConsolidated Marketsrdquo) compared to a tenancy ratio of 139xas of December 31 2020 The Company defines tenancy ratio as the total number of tenancies (including whena customer locates its Active Equipment on a Site (ldquophysical tenanciesrdquo) and when it shares its ActiveEquipment on a Site with a counterparty under an active sharing agreement (ldquoactive sharing tenanciesrdquo)) onthe Grouprsquos Macro Sites divided by the total number of Macro Sites (ldquotenancy ratiordquo) To achieve its targetthe Group will need to add tenancies to those for which it already has commitments Vantage Towersrsquo ability tocompete for market tenancies and increase the number of tenancies on its Sites may be affected by a number offactors beyond its control including a slow-down in the growth of or a reduction in demand for mobilecommunications services the inability to effectively compete with other participants in the Europeantelecommunications infrastructure industry the development and implementation of new technologies that couldreduce the use and need for tower-based mobile service transmission and decrease the demand for Site spacethe inability to renegotiate leases to allow lease up and customer churn due to mergers or consolidationsamong MNOs that could result in a decrease in the tenancy requirements of the consolidated companiesAccordingly there can be no assurance that the Group will be able to continue to add tenants to its existing Siteportfolio or implement tenancies in a timely and cost-effective manner

Furthermore the Grouprsquos future revenues and cash flows are supported by commitments from itscustomers to contract for the construction of new BTS Sites As of the date of this Prospectus the Grouprsquoscustomers have entered into commitments for the construction of approximately 7100 BTS Sites VantageTowersrsquo ability to construct new BTS Sites as part of its existing or future BTS commitments on time and onbudget and its ability to realize the anticipated increase in revenues or otherwise realize acceptable returns onthese new BTS Sites is subject to a number of risks Many of these risks are beyond the Grouprsquos controlincluding the need to obtain regulatory approvals the availability of equipment and personnel accidentsequipment breakdown adverse weather unexpected or uncontrollable increases in costs and other risks relatedto the deployment of new BTS Sites Delays could adversely affect the Grouprsquos ability to deliver BTS Sites ina timely and cost-effective manner particularly in connection with the timelines contractually agreed with itscustomers and may result in penalties depending on the terms of the underlying contractual arrangementsThere can be no assurance that every individual BTS Site will be commercially viable that the Group willovercome setbacks to construction that the BTS Sites will be completed in accordance with customerrequirements or that the Group will be able to finance the capital expenditures associated with BTS activityFurthermore the Grouprsquos customers may cancel planned BTS roll outs for which they have not yet contractedadversely affecting Vantage Towersrsquo ability to grow its Site portfolio If the Group is not able to meet its

3

obligations under its customersrsquo BTS commitments or if it is not able to achieve the anticipated results fromthe implementation of these commitments its revenue may be materially adversely affected

The Grouprsquos ability to grow through strategic acquisitions will also depend on a number of factors outsideof its control including its ability to identify suitable and available targets at an acceptable cost reachagreements with counterparties on commercially reasonable terms and secure financing to complete largeracquisitions or investments In some circumstances it will also depend on the willingness of MNOs to engagewith the Group on Site acquisitions on terms that meet the Grouprsquos investment criteria

As the Group builds or acquires Sites it will be subject to a number of risks and uncertainties includingincurring debt to finance such expansions or acquisitions failing to realize the expected returns and financialobjectives problems with the effective integration of acquired Site portfolios increased costs assumedliabilities potential regulatory issues applicable to the telecommunications industry or the diversion ofmanagerial time and resource

Achieving benefits from acquisitions depends in part on timely and efficiently integrating operationsinfrastructure and personnel Integration may be difficult and unpredictable for many reasons including amongother things differing systems and processes cultural differences customary business practices and conflictingpolicies procedures and operations The benefits of any acquisition may take considerable time to develop andthere can be no assurance that any particular transaction will produce the intended results or benefits Forexample there can be no assurance that the Group will be able to secure the expected benefits from itsacquisition of the combined towers businesses of Vodafone-Panafon Hellenic Telecommunications CompanySA (ldquoVodafone Greecerdquo) and Wind Hellas or that the integration of the business into Vantage Towers will notgive rise to operational challenges In addition integrating businesses may significantly burden managementand internal resources including through the potential loss or unavailability of key personnel

The Group may in the future acquire minority interests in other companies or enter into joint venturearrangements The potential acquisition of minority interests in other companies or the entry by the Group intojoint venture or other arrangements with them could result in the expected return on the relevant investment notbeing achieved due to the Grouprsquos lack of control over the relevant investment vehicle This may occur becausethe interests of other shareholders may not be the same as those of the Group because the underlying businessdoes not perform as expected because of impairment in the value of such investment or for other reasons

As a result of any of the above the Grouprsquos expansion initiatives may not proceed in accordance with itsplans which could have a material adverse effect on the Companyrsquos business financial condition and results ofoperations

115 Any material increases in the Grouprsquos primary costs or any failure or inability to achieve plannedcost efficiencies including its ground lease optimization program could adversely affect theGrouprsquos margins

The Grouprsquos primary costs are ground lease costs and operating expenses which include maintenancecosts staff costs and other operating expenses

Ground lease costs comprise the rents that the Group pays to landlords to locate telecommunicationsinfrastructure on the landlordsrsquo property They are the Grouprsquos single largest cost and its largest efficiencyopportunity The renewal of a large proportion of the Grouprsquos ground leases within a particular year couldrequire significant upfront rent payments to be made upon such renewal which in turn could decrease theGrouprsquos operating cash flows for that particular year

The remainder of the Grouprsquos costs consist of maintenance costs staff costs and other operating expensesWith the exception of Spain and Greece the Group incurs maintenance costs from the Vodafone Group underthe terms of long-term services agreements Long-term services agreements have been entered into between theVodafone Operator and the local Vantage Towers operating company in each of Germany Spain GreecePortugal the Czech Republic Romania Hungary and Ireland (each a ldquoLong-Term Services Agreementrdquo andtogether the ldquoLong-Term Services Agreementsrdquo) Under these agreements Vodafone enables the Groupamong other things to access the services of third-party service providers with which the Vodafone Group hascontracted through a small number of regional or national maintenance contracts in each market or in the caseof Romania to receive maintenance services provided directly by Vodafone Romania SA (ldquoVodafoneRomaniardquo) In Spain Vantage Towers incurs maintenance costs directly from a third-party service providerand in Greece maintenance services are provided or procured by Victus Networks SA (ldquoVictusrdquo) a jointventure between Vodafone Greece and Wind Hellas the Passive Infrastructure business of which is expected totransfer to Vantage Towers SA (ldquoVantage Towers Greecerdquo) during the first half of 2021 The majority of the

4

Grouprsquos operations and maintenance (ldquoOampMrdquo) contracts are due to expire in 2021 and 2022 and the Groupplans to negotiate stand-alone contracts directly with third-party service providers thereafter The Grouprsquos newOampM contracts may be on terms less favorable to the Group which could result in an increase in the Grouprsquosmaintenance costs

Staff costs include wages and salaries social security contributions accruals related to share-basedpayment retirement benefits and other contingencies commitments or personal expenses

Other operating expenses include energy costs costs under the transitional services agreements enteredinto between the Vodafone Operator and the local Group operating company in each of Germany SpainPortugal Romania Hungary and Ireland (the ldquoTransitional Services Agreementsrdquo) costs under the Long-Term Services Agreements costs under certain support agreements (the ldquoSupport Agreementsrdquo) between theGroup companies and Vodafone Group Services Limited (ldquoVGSLrdquo) (excluding those costs allocated tomaintenance and staff) and other general and administrative costs Other than energy costs these costs arelargely fixed in nature and escalate primarily in line with inflation in each relevant market The Group incursenergy costs in relation to the energy consumed by its customersrsquo Active Equipment (ldquoActive Energyrdquo) and byits own Passive Infrastructure (ldquoPassive Energyrdquo) While Active Energy costs are passed through to theGrouprsquos customers based on consumption with no margin for the Group Passive Energy costs are mostlyoffset by fixed annual fees per Site charged in each of the Grouprsquos markets In Greece Vodafone procurespower for each Site directly from energy suppliers

While there is a fixed element to the Grouprsquos cost base and certain of its costs only increase in line withinflation there remains the risk that certain variable costs will increase faster than expected or that certainfixed cost arrangements will need to be renegotiated on their expiration Accordingly there can be no assurancethat the Grouprsquos costs will not increase in the future or that the Group will be able to successfully pass on anysuch increases in costs to its customers In particular any increases that exceed the caps on the inflation-linkedfee escalators under the Vodafone MSAs and other customer contracts could reduce the Grouprsquos operatingmargins and cash flows and may have a material adverse effect on its financial condition and results ofoperations

Furthermore as part of its strategy the Group will aim to enhance its margins by reducing its groundlease maintenance and energy costs The Group operates a ground lease optimization program through which itis seeking to reduce its ground lease costs by selectively acquiring either the land on which certain of its Sitesare located or the long-term rights of use (ldquoRoUsrdquo) of land or property on margin accretive terms The groundlease optimization program is expected to increase the attractiveness of the Grouprsquos Sites by reducing long-termcosts and securing land ownership or long-term RoUs In addition the Group is focused on improving itsmaintenance costs and energy efficiency The failure or inability to carry out any of these cost efficiencies anyunexpected increases in the costs to carry out any of these initiatives or the failure to achieve the costreductions or other financial or performance benefits expected from any of these efficiencies could have amaterial adverse effect on the Grouprsquos margins

116 New technologies could reduce the use of Site-based mobile services and could make the Grouprsquosbusiness less desirable to or necessary for customers

The development and implementation of new technologies could reduce the use of Site-based mobiletransmission and reception services and could have the effect of decreasing demand for Site space Examples ofnew technologies that may reduce the demand for tower-based antenna space include single antennae that canoperate in multiple frequency bands and spectrally efficient technologies which could potentially relieve somenetwork capacity problems either of which would reduce the need for MNOs to add more tower-based antennaequipment at certain Sites Moreover the emergence of alternative technologies such as the delivery of mobilecommunications by satellites could reduce the need for tower-based mobile services transmission andreception

While Vantage Towers continuously strives to develop its range of services and to monitor thetechnological evolution in the telecommunications sector if it is unable to identify and adapt to shiftingtechnological changes promptly or if it fails to acquire or develop the necessary capabilities and expertise tomatch its customersrsquo changing needs this could cause a loss in customers and a reduction in the Grouprsquosrevenue profitability and cash flows which could have a material adverse effect on the Grouprsquos businessfinancial condition and results of operations

5

117 A reduction in demand for Sites or space on Sites could adversely affect the growth of theGrouprsquos business

Demand for the Grouprsquos Site space is dependent on demand from MNOs such as Vodafone which inturn is dependent on subscriber demand for mobile services Most types of mobile services currently requireground-based network facilities including Sites for transmission and reception The extent to which MNOscontract for Sites or space on Sites depends on a number of factors beyond the Grouprsquos control including thelevel of demand for mobile services the financial condition and access to capital of such MNOs the strategy ofMNOs with respect to owning or leasing Sites changes in telecommunications regulations general economicconditions and population density

Demand for Sites or space on Sites can be adversely affected by changes in government regulationapplicable to MNOs which can negatively affect the number of users of mobile services or the expansion plansof MNOs both of which could adversely affect the demand for Sites Regulation may also limit or prohibitMNOs using certain brands of technology in the development of their mobile communications networksthereby causing changes to their supply chain and delays to their growth plans which may impact the short-term demand for the Grouprsquos services For example regulations that ban or severely restrict the use of Huaweiequipment and services in national 5G network infrastructure may impact MNOsrsquo network development androll out plans which may in turn reduce demand for tenancies on the Grouprsquos Sites and for the construction ofnew BTS Sites While many countries continue to allow Huawei technologies in 5G network infrastructurebans or restrictions on the use of such technologies have been implemented in the United States of America(ldquoUnited Statesrdquo or ldquoUSrdquo) the United Kingdom Japan Australia and New Zealand amongst others Anumber of other countries including certain countries in which the Group operates are considering such bansor restrictions as well If Huawei technologies were banned or severely restricted in markets in which theGroup operates MNOs in these markets could be required to remove Huawei equipment from their networks atconsiderable operational and financial cost which could cause them to amongst other things reduce thenumber of Sites on which they locate their equipment or delay their 5G network roll out plans Any of theseactions would adversely affect demand for tenancies on the Grouprsquos Sites and for new BTS Sites to support theroll out of 5G networks

Demand for the Grouprsquos Sites may also be impacted by MNOs sharing the Active Equipment that theyinstall on the Grouprsquos Sites (referred to as ldquoActive Sharing Arrangementsrdquo) or by market consolidationamong MNOs particularly following recent European Union (ldquoEUrdquo) jurisprudence that has been seen as beingmore permissive of consolidation amongst MNOs in Europe MNOs enter into Active Sharing Arrangementsfor a number of reasons including to reduce the time needed to establish coverage to undertake efficientnetwork investments with other MNOs and limit inefficient network duplication and to rationalize and increasethe efficiency of their networks Typically when MNOs enter into Active Sharing Arrangements or mergecombine or otherwise consolidate one or both MNOs remove their Active Equipment from certain Sites andeffectively remove themselves from designated zones in national markets which may adversely affect towercompanies such as Vantage Towers by causing a reduction in existing tenancies and in demand for futuretenancies While Vodafonersquos current Active Sharing Arrangements contain terms that protect the Grouprsquosprofitability and limit its exposure to the risk and cost of Site decommissioning new Active SharingArrangements amongst MNOs or general consolidation in the market could reduce the overall demand forspace on the Grouprsquos Sites or the possible revenue addressable by the Group which could in turn lead to areduction over time in the Grouprsquos business financial condition and results of operations

In addition a reduction in coverage obligations in any of the Grouprsquos markets could reduce anticipateddemand for the Grouprsquos services For example in a number of the markets in which the Group operatesnational regulators have recently implemented or are expected to implement coverage obligations that requireMNOs to provide network coverage of certain quality over certain areas driving demand for additionaltenancies on the Grouprsquos Sites To the extent that regulators reduce or repeal existing coverage obligations ordo not implement anticipated coverage obligations MNOs may reduce plans to colocate on new Sites or buildnew towers in the areas subject to the coverage obligations which would have an adverse effect on demand forthe Grouprsquos Sites

A reduction in demand for Sites or space on Sites resulting from any of the factors described above couldhave a negative impact on the Grouprsquos ability to grow its revenue in line with its growth strategy

6

118 Demand for the Grouprsquos services is impacted by overall economic conditions particularly in themarkets in which the Group operates

A weak or uncertain economic environment in the markets in which Vantage Towers operates couldadversely impact the Grouprsquos business and the demand for its services For example a decrease or stagnation innational gross domestic products declining levels of confidence by consumers or businesses increased interestrates or rising costs of raw materials could all have an indirect impact on the Grouprsquos business and prospectsSimilarly low levels of inflation could adversely affect the Grouprsquos revenue growth because under the terms ofthe Vodafone MSAs annual revenues are linked to the consumer price index (ldquoCPIrdquo) in the relevant marketHowever if the rate of inflation in the Grouprsquos markets exceeds the caps on CPI-linked revenues in theVodafone MSAs and certain of the Grouprsquos other customer contracts this could also have a negative impact onthe Grouprsquos margins

Economic conditions can be impacted by a number of factors including volatility in global financialmarkets higher interest rates inflation unemployment rates trade policy and conflicts consumer confidencelower corporate earnings tighter credit conditions and both public and private debt levels Furthermoregeopolitical tensions terrorism natural catastrophes epidemics andor pandemics such as the COVID-19pandemic or other unforeseen events may lead to declines in demand for the Grouprsquos services and lowerrevenue for the Group including as a result of unexpected short-term responses from governments in themarkets in which the Group operates

While global economic conditions have been broadly conducive to the Grouprsquos business in recent yearsthe positive momentum in the global economy has been significantly adversely affected by the COVID-19pandemic leaving many countries with a challenging mid-term outlook according to the IMF Europe is facinga recession and a number of structural issues including a lingering debt crisis and political instability in certainEU member states each of which could cause prolonged economic uncertainty or an economic downturnEconomic and financial conditions have also been affected and may continue to be adversely affected by theUnited Kingdomrsquos exit from the European Union (ldquoBrexitrdquo)

In addition global economic developments are currently subject to a high degree of uncertainty withrespect to the stability of the global trade and tariff framework The introduction of new regional orinternational trade barriers including tariffs such as those imposed by the United States on certain imports froma number of trading partners and a broad range of imports from China withdrawal from or renegotiation ofbilateral and multilateral trade agreements by the United States or any countermeasures by regional or globaltrading partners including the EU could have a negative impact on the economic environment in the marketsin which the Group operates and thereby result in a lower level of demand for the Grouprsquos services

Any economic downturn in Europe lower than expected growth or an otherwise uncertain economicoutlook in the markets in which the Group operates or any perception thereof by the Grouprsquos customers couldhave a material adverse effect on demand for the Grouprsquos services and put pressure on the prices the Groupcharges for its services or the costs it incurs resulting in a material adverse effect on its business financialcondition and results of operations

119 Demand for the Grouprsquos services could be affected by its customersrsquo inability to maintain orsecure frequencies for their services

The Grouprsquos main customers have the right to use frequencies to propagate their mobile network servicesbased on adjudication and license and renewal procedures that are beyond the Grouprsquos control While theGrouprsquos activities do not depend on the authorizations relating to the right to use the frequencies owned by theGrouprsquos customers the ability of its customers to maintain the right to use such frequencies depends on theseauthorizations For example the Vodafone Group has authorizations to use certain frequencies in the differentmarkets in which it operates Such authorizations are typically granted by the authorities of each jurisdiction fora limited period of time which may vary Other MNOs are also subject to the same or similar licenses andlimitations There is no certainty that in the future the Grouprsquos customers will be able to retain the right to usefrequencies or that such frequency rights will be renewed upon expiration

Should any of the Grouprsquos customers lose the right to operate on any portion of the frequencies currentlyassigned to them or be unable to secure new spectrum rights required for future technologies this could resultin reduced demand for the Grouprsquos services which could have a material adverse effect on the Grouprsquos revenueand consequently its results of operations

7

1110 The Group is exposed to risks derived from the development maintenance and expansion of itsPassive Infrastructure including the need for ongoing capital expenditure

The Grouprsquos ability to maintain a high level of service depends on its ability to develop maintain andexpand its Passive Infrastructure This requires significant amounts of capital and other long-term expendituresand depends on the Grouprsquos ability to assess the condition of its Passive Infrastructure assets and obtainsufficient financing to finance these projects

It is difficult to estimate the technical life of the Grouprsquos Passive Infrastructure assets with precisionbecause each telecommunications tower is composed of different elements each of which has a differenttechnical life Capital expenditure amounts related to the maintenance of the Grouprsquos Passive Infrastructureassets are expected to be relatively stable but may nevertheless vary from time to time based on factors such asthe cost of machinery construction works and connections to electricity networks New forms of services orPassive Infrastructure may also require higher levels of capital expenditure Any significant increase in capitalexpenditure requirements could have a material adverse effect on the Grouprsquos profitability

Under the Vodafone MSAs there are limited circumstances in which the Group may recharge certaincapital expenditure to the Vodafone Operator in connection with upgrades to existing Sites The Companyotherwise expects to finance its future capital expenditures through a variety of means including internallygenerated cash flows andor external borrowings The actual amount and timing of the Grouprsquos future capitalrequirements may differ from its estimates as a result of among other things (i) unforeseen delays or costoverruns in implementing measures responsive to regulatory reforms (ii) unanticipated expenses(iii) engineering and design changes or (iv) technological changes such as those arising from theunexpected phase-out of technologies There can be no assurance that financing from external sources will beavailable at the time or in the amounts necessary or at competitive rates to meet the Grouprsquos requirements inrelation to these matters

If the Group is unable to obtain financing for capital expenditures this could limit the Grouprsquos ability tomaintain its current operations construct new BTS Sites for Vodafone or other customers respond to regulatoryor technological developments or expand in the future which could have a material adverse effect on theGrouprsquos business financial condition and results of operations

1111 The Grouprsquos Sites or support facilities may be affected by natural disasters force majeure eventsphysical attacks or other unforeseen events or damage

The Grouprsquos Sites and other facilities and the Vodafone shared services centers that support the Grouprsquosoperations including two network operations centers (ldquoNOCsrdquo) are subject to risks associated with naturaldisasters extreme weather or other catastrophic events such as ice wind storms floods landslides mudslidesavalanches earthquakes power outages telecommunication failures network software failures acts ofvandalism or terrorism theft or fuel shortages or other unforeseeable events and damage For example incertain jurisdictions in which the Group operates public perceptions of possible health risks associated withmobile communications technology particularly 5G have resulted in physical attacks including arson beingperpetrated on Sites The Grouprsquos operating procedures may not be adequate to materially limit the potentialdamage that could be caused by these unforeseen events Any damage or destruction in whole or in part toany of the Grouprsquos Sites or support facilities as a result of these or other events could impact its ability tooperate normally and to continue to provide services to its customers There is no assurance that the Grouprsquosinsurance coverage will adequately cover all costs of repairs or that its recovery plans will be sufficientlyeffective Moreover an unforeseen event could impact the Grouprsquos ability to serve its customers and could inturn impact the Grouprsquos reputation and cause a loss to certain customers that could give rise to a claim fordamages or other contractual measures (such as for example the payment of penalties or the right to terminatethe contract itself) The occurrence of any of these events could have a material adverse effect on the Grouprsquosbusiness financial condition and results of operations

1112 The Group or Vodafone on the Grouprsquos behalf engages third-party contractors and suppliers forvarious services and any disruption in or non-performance of those services would adverselyaffect the Grouprsquos ability to effectively meet the expectations of its customers andor maintain itsPassive Infrastructure

The Group or Vodafone on the Grouprsquos behalf engages third-party contractors to provide various servicesin connection with Site construction power management access management security and the maintenance ofSites The Group receives OampM services from third-party providers under the terms of the Long-Term ServicesAgreements in certain of its markets In addition the Vodafone Procurement Company Sagraverl (the ldquoVPCrdquo)

8

Vodafonersquos principal procurement company procures suppliers for services on behalf of Vantage Towerspursuant to procurement agreements (the ldquoProcurement Agreementsrdquo) with the local Group operatingcompanies in Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland TheGroup is therefore exposed to the risk that the services rendered by its third-party contractors will not alwaysbe satisfactory or will not match the Grouprsquos andor its customersrsquo targeted quality levels standards andoperational specifications As a result the Grouprsquos customers may be dissatisfied with its services and theGroup may be required to pay service credits under its customer contracts While under the terms of theProcurement Agreements Group companies are entitled to service credits from the VPC for any failures in theperformance of third-party services if the performance of the Grouprsquos third-party contractors results in itscustomers being dissatisfied this could adversely affect the Grouprsquos reputation business financial conditionand results of operations

Furthermore if the Grouprsquos suppliers are unable to continue to provide timely and reliable services or keyproducts the Group could experience interruptions in the delivery of its services If the Vantage Towers Groupis required to undertake this work itself it would require time and attention from the Grouprsquos management andlead to increased future operating costs while the work is carried out which could in turn materially adverselyaffect its business financial condition and results of operations

1113 The Group is subject to risks relating to its equity investments in INWIT and Cornerstone

The Group owns 332 of the outstanding share capital of INWIT and 50 of the outstanding sharecapital of Cornerstone The Grouprsquos investments in INWIT and Cornerstone are subject to a number of risksand challenges including

bull a period of decline in the share price of INWIT or a change in the current or anticipated operationalperformance of or an announcement of adverse changes or events by INWIT could lead to animpairment charge to the Grouprsquos investment and have an adverse effect on the Companyrsquos shareprice

bull significant asset impairments material asset or business sales changes in operational performance orloss of key personnel at INWIT or Cornerstone amongst other factors could impact the performanceof the Grouprsquos equity investments and impair their ability to achieve their guidance and targets whichcould impact the value of the Grouprsquos investment

bull the Grouprsquos business and legal interests may not always be aligned with those of its joint venturepartners or in the case of INWIT the other shareholders thereof and there can be no assurance thatINWIT Cornerstone or other companies in which the Group invests will be successful or achievetheir planned objectives

bull the Group may not have the level of control over its equity investments that it requires to fulfil itsstrategic goals or to prevent quality control issues inefficiencies or other operational problems

bull each of Telecom Italia SpA (ldquoTelecom Italiardquo) and Telefoacutenica UK may sell its interest in INWIT orCornerstone respectively which could result in disruption to Vantage Towersrsquo business objectivesand strategy and

bull the shareholdersrsquo agreement governing the Grouprsquos investment in INWIT restricts the Grouprsquos abilityto compete separately in Italy

Furthermore Telecom Italia (in respect of INWIT) or Telefoacutenica UK (in respect of Cornerstone) may takeactions contrary to the Grouprsquos requests or contrary to its policies or objectives be unable or unwilling to fulfilltheir obligations under the relevant shareholdersrsquo agreement or have financial difficulties A serious disputewith Telecom Italia or Telefoacutenica UK or serious problems arising in INWIT or Cornerstone may cause the lossof business opportunities or disruption to or termination of the respective shareholdersrsquo agreement Moreover ifeither shareholder commits a material breach of the transfer restrictions under the Cornerstone shareholdersrsquoagreement (which generally prohibit the sale of shares in Cornerstone to a mobile operator in the UnitedKingdom that is a competitor of Vodafone Limited (ldquoVodafone UKrdquo) or Telefoacutenica UK) or is subject toinsolvency they may be required to sell their investment to the non-breaching shareholder under the terms ofthe agreement These buyback rights may be exercised at a price below fair market value in limitedcircumstances A dispute may also give rise to litigation or other legal proceedings which would divertmanagementrsquos attention and other resources

Any of the above risks if they materialize may have a material adverse effect on the Grouprsquos financialcondition and results of operations

9

1114 The Group is dependent on key members of its management team and other qualified personnel

The Group believes that its senior management team contributes significant experience to the managementand growth of its business The success of the business and the Grouprsquos ability to execute on its businessstrategy will depend on the efforts of the senior management team If the relationship with one or more of thesekey figures ends for any reason there is no assurance that the Group will be able to replace them in the shortterm with people of comparable experience and qualifications Any material delay in replacing such individualsmay have an adverse effect on the operations of the Group and the public perception of the strength of theGrouprsquos business

The Grouprsquos success is also dependent on its ability to hire and train competent and committed technicalstaff As its business continues to grow the Group will need to attract additional employees who have therequisite levels of skill and experience Competition for highly trained managers and qualified technicalpersonnel is very intense across Europe and the Group may not be able to attract and retain sufficient numbersof skilled and motivated employees Any failure to do so could have an adverse effect on the Grouprsquos operationof its business

1115 Any deterioration in the Grouprsquos relationships with its employees and their trade unions oremployee representative bodies could impact the Grouprsquos business and reputation

The Group strives for good relationships with its employees trade unions employee representative bodies(such as works councils (Betriebsraumlte)) and other stakeholders to operate its business successfully In certain ofits markets including Germany and Spain the Group is required to comply with collective agreements such ascollective bargaining agreements (Tarifvertraumlge) and in Germany a works council agreement(Betriebsvereinbarungen) that are in place with trade unions works councils and other employeerepresentative bodies

Any deterioration in these relationships including strikes or other types of conflicts with employees ortheir trade unions could adversely impact the Grouprsquos operations Furthermore when current collectiveagreements expire or agreements must be negotiated the Group may not be able to conclude new agreementson terms and conditions that it considers to be reasonable or without work stoppages strikes or similarindustrial action Any strikes conflicts work stoppages or other industrial actions may disrupt the Grouprsquosbusiness damage its reputation and adversely affect its customer relations which could in turn have a materialadverse effect on its business financial condition and results of operations

A number of collective agreements that apply to Vantage Towers impose certain obligations andrestrictions on the Group that may adversely affect its flexibility to undertake adjustments to its workforcerestructurings reorganizations and similar corporate actions in a timely manner or at all For example inGermany in addition to the protections that its employees generally have under applicable employment lawssome of Vantage Towersrsquo employees enjoy some form of special protection against dismissal including undercommitments contained in collective agreements which means that ordinary dismissals of these employees willbe subject to regulatory or contractual restrictions

Moreover any restructuring or reorganizational measures that the Group succeeds in carrying out maystrain relations with employees and their representatives This may in turn make it more difficult for the Groupto subsequently negotiate renew or extend collective agreements in a favorable and timely manner The Groupmay also become subject to new collective agreements which may increase the Grouprsquos operating costs Anyfailure to negotiate wages and other key employment conditions that are reasonable and fair from the Grouprsquosperspective in a manner that avoids collective action could have an adverse effect on the Groupacutes businessfinancial condition and results of operations

1116 One or more of the Grouprsquos MSAs (or those of INWIT or Cornerstone) may not be renewed maybe renewed after Vodafone exits a number of Sites or may be subject to early termination undercertain circumstances

Each Vodafone MSA has an initial term of eight years (until November 2028) and renews automaticallyfollowing the expiration of its initial term for three additional eight-year terms subject to the VodafoneOperatorrsquos right at the end of each term not to extend the agreement In the event that a Vodafone MSA isextended at the end of its initial term the local Vodafone Operator can typically terminate up to 5 of the totalnumber of Site agreements related to Legacy Sites (being certain Sites listed in the Vodafone MSA existing onits effective date (ldquoLegacy Sitesrdquo)) in effect as at the beginning of the final contract year of the initial termtypically increasing to 10 for the second and third terms These rights are in addition to almost all VodafoneOperatorsrsquo annual right to terminate up to 05 of all Site agreements with at least six monthsrsquo prior notice

10

any unused portion of which may be carried forward for two additional years A Vodafone Operator may alsoterminate the Vodafone MSA to which it is a party with immediate effect on providing written notice in certainlimited circumstances including if a competitor of Vodafone acquires control of the Vantage Towers Groupcompany that is party to the agreement in a transaction that other than in Greece takes place after VodafoneGroup Plc has itself given up control of the subject Group company in a previous transaction (a ldquoSubsequentChange of Controlrdquo) Vodafone Greece may also terminate its Vodafone MSA in the event of a materialbreach by Vantage Towers of certain equal treatment or non-compete obligations Should Vodafone choose toexercise its rights not to renew or to terminate one or more of the Vodafone MSAs that individually or togetheraccount for a material amount of the Grouprsquos revenue or to exercise its rights to exit a material number ofLegacy Sites this could result in a material decrease in the Grouprsquos revenue which in turn would have amaterial adverse effect on its business financial condition and results of operations If Vodafone terminated itsMSAs with INWIT or Cornerstone or exited a material number of Sites this could result in a material decreasein INWITrsquos or Cornerstonersquos revenue respectively thereby impacting the value of the Grouprsquos investments inthe respective joint venture and the dividends that it receives from them Finally asset transfer in respect ofSites contributed to or commissioned from Vantage Towers Greece or Cornerstone may be exercised in theevent of an MSA termination right arising from a material breach by Vantage Towers Greece or Cornerstonerespectively of the obligations under the MSAs with their respective current anchor tenants which transfer maybe exercised at a price that is below market value

1117 The provision for restoration costs recorded in the Grouprsquos condensed combined interim financialstatements may be inadequate

In the ordinary course of business the Group is required to dismantle infrastructures and restore Sitesfollowing Site decommissioning in accordance with lease agreements for the land or buildings where thoseSites are located The Group is responsible for the costs of dismantling infrastructures and restoring Sites

The dismantling of Sites reduces the value of assets by an amount equal to the carrying value of thedecommissioned Sites and leads to a reduction in the provision for restoration costs (ie the asset retirementobligation provision)

On a combined basis the Grouprsquos asset retirement obligation provision was EUR 280 million andEUR 320 million as of September 30 2020 and December 31 2020 respectively Going forward this amountwill be affected by decreases in relation to the decommissioning of Sites increases in relation to new Sites andchanges to key estimates such as assumed unit cost of Site restoration inflationdiscount rates and the expecteddate of decommissioning The value of the asset retirement obligation provision is dependent both on the unitcost of Site restoration and inflationdiscount rates which are outside of the Grouprsquos control and could have amaterial adverse effect on its business financial condition and results of operations

1118 The goodwill recorded in the Grouprsquos financial statements might be subject to impairment in thefuture

As shown in the unaudited condensed combined interim financial statements as of and for the threemonths ended December 31 2020 (the ldquoUnaudited Three-Month Condensed Combined Interim FinancialStatementsrdquo) the Group recorded goodwill of EUR 3446 million on a combined basis representing 69 of itstotal equity as of December 31 2020 Intangible assets that have an indefinite useful life are not amortized butrather are subject to impairment tests on at least an annual basis Impairment tests on intangible assets that havean indefinite life carried out in the future may result in recognizable losses

An impairment loss is recognized when the carrying value of the cash-generating unit exceeds therecoverable amount The recoverable amount of a cash-generating unit to which goodwill has been allocated isthe higher of its fair value net of disposal costs and its value in use In calculating the value in use estimatedfuture cash flows are discounted to present value using a pre-tax discount rate that reflects current marketinterest rates considering the length of the investment period and the specific risks associated with the cash-generating unit

The information on which impairment testing is based (including in particular expected cash flows anddiscount rates) is influenced by macroeconomic factors market and regulatory frameworks and assessments offuture events that will not necessarily occur or that may occur in a manner other than that currently foreseenAs a result the information on which impairment tests are based may be subject to variations that are notforeseeable as of the date of this Prospectus

If the Group shows a decreasing ability to generate cash flows and its operating results substantially differfrom and are worse than the forecasts and estimates on which its impairment testing is based the Group may

11

be required to recognize impairment losses and make adjustments to the values registered in the financialstatements which could have a material adverse effect on its financial condition and results of operations

1119 The Grouprsquos Sites may be subject to interruptions or breaches caused by prolonged electricityoutages

The Grouprsquos Sites are exposed to interruptions or other malfunctions caused by prolonged electricityoutages To prevent and respond to energy blackouts the Group is required under the terms of the VodafoneMSAs to maintain battery backup energy sources at its Sites and to use reasonable endeavors to maintainenergy services using mobile Sites or diesel generators The Group is also required to maintain disasterrecovery plans at its Sites to cover service interruptions and allow for the rapid restoration of services if theyare disrupted by a disaster Such back up sources could prove insufficient in the event of a sustained powerblackout which could lead to a loss of customers if not managed appropriately Furthermore the Groupsupplies power to its customersrsquo Active Equipment through a connection to third-party owned energy transportand distribution networks (although in some limited cases power is supplied to the Grouprsquos Sites under theterms of the Grouprsquos lease agreements with its landlords) Such energy networks may be subject to congestionfailures or outages and the operators of these networks may fail to fulfill their contractual obligations relatingto energy transport or distribution or they may terminate the relevant agreements leading to an interruption inenergy supply Any energy network outage could result in significant additional costs for the Group orsignificantly impair its ability to provide services to its customers negatively impacting its reputation in themarket Any of these occurrences could have a material adverse effect on the Grouprsquos business financialcondition and results of operations

1120 A computer system failure security breach or cyberattack could significantly disrupt the Grouprsquosability to operate its business

Vantage Towers is exposed to the risk that third parties or malicious insiders may attempt to usecybercrime techniques including distributed denial of service attacks to disrupt the availability confidentialityand integrity of the information technology (lsquolsquoITrdquo) systems on which the Group relies which could result indisruption to key operations make it difficult to recover critical services and damage assets The Group relieson the Vodafone Grouprsquos IT systems for operational business and technology support under the terms of theSupport Agreement at the Group level and the Long-Term Services Agreements at operating company levelThe Group is also in the process of developing certain of its own IT systems Physical intrusions securitybreaches and other disruptions of or to IT systems and network infrastructure whether owned by Vodafone orVantage Towers could affect the Grouprsquos ability to provide its services properly reducing their quality anddamaging its reputation and could also jeopardize the security of the information recorded or transmittedacross customer networks or Vantage Towersrsquo systems or the integrity of their technical systems Any suchdisruption could have a material adverse impact on the Grouprsquos business

1121 The collapse of all or part of a Site or the occurrence of another Site-related accident may resultin property damage injury or death which may adversely affect the Grouprsquos financial conditionand reputation

If all or part of a Site collapses or if another Site-related accident takes place including but not limitedto accidents associated with working at height or with electricity there is a risk that such events could result inproperty damage injury to or the death of members of the public or employees subcontractors or customerpersonnel This could result in the Group or its senior management being subject to civil damages and criminalpenalties under local law They could also have a negative impact on the Grouprsquos reputation and may affect itsability to win or service future business or recruit employees or may increase the risk of local communityopposition to the Grouprsquos existing Sites or the construction of new Sites The consequences Vantage Towersmay suffer due to the foregoing could have a material adverse effect on the Grouprsquos business financialcondition and results of operations

1122 The Grouprsquos external debt could limit its future financing options and otherwise impact itsbusiness

As of December 31 2020 the Group had EUR 1675 million of Net Financial Debt on a pro forma basisThe Grouprsquos indebtedness may increase in the future for various reasons including to finance expansionarycapital expenditures or other growth opportunities However the Grouprsquos overall leverage may together withthe covenants in its financing arrangements limit its ability to obtain additional funding for working capitalcapital expenditure and growth opportunities in the future as well as its ability to refinance its debt obligations

12

or to pay a dividend In addition it could adversely affect the Grouprsquos flexibility to respond to changingbusiness and economic conditions making it more vulnerable to adverse economic and industry conditionsFurthermore a portion of the Grouprsquos cash flows must be dedicated to interest payments on its indebtednessand are therefore not available for other purposes The Grouprsquos ability to meet its debt service obligations willdepend on its future performance If the Group does not generate enough cash to pay its debt serviceobligations it may be required to refinance all or part of its existing debt sell assets borrow more or raiseequity

1123 The Grouprsquos costs could increase and its revenues could decrease due to perceived health orenvironmental risks from radio emissions and electromagnetic radiation especially if theseperceived risks are substantiated

Public perception of possible health or environmental risks associated with mobile communicationstechnologies particularly the impact of 5G could affect the growth of MNOs which could in turn affect thegrowth of the Group In particular negative public perception of and regulations regarding these perceivedhealth or environmental risks could undermine the market acceptance of mobile communications servicesincrease opposition to the development and expansion of towers and lead to ground lease cost increases wherethe towers are located The potential connection between radio frequency emissions and certain negative healthor environmental effects has been the subject of substantial study by the scientific community in recent yearsand numerous health-related lawsuits have been filed against MNOs and mobile device manufacturers If ascientific study or court decision in one of the markets in which the Group operates or elsewhere resulted in afinding that radio frequency emissions pose health or environmental risks it could negatively impact theGrouprsquos customers and the market for mobile services which could have a material adverse effect on theGrouprsquos business financial condition and results of operations Furthermore the Grouprsquos insurance with respectto the potential harm from electromagnetic radiation may not be sufficient to cover all or a substantial portionof any liability the Group may have

12 Legal Regulatory and Tax Risks

121 The Grouprsquos business and that of its customers is subject to evolving laws and regulations whichcould restrict the Grouprsquos ability to operate its business

The Grouprsquos business and that of its customers is subject to EU national state and local law andregulation governing telecommunications and the construction and operation of mobile telecommunicationsSites These laws and regulations can delay prevent or increase the cost of new Site construction modificationadditions of new Passive Infrastructure or Active Equipment to a Site or Site upgrades thereby limiting theGrouprsquos ability to respond to customer requests and requirements or to expand its operations on any given Site

In the ordinary course of constructing its Passive Infrastructure and providing its services the Group isrequired to obtain maintain and routinely renew a variety of licenses authorizations and other permits fromadministrative and regulatory agencies in the markets in which it operates as well as rights-of-way fromutilities and other private and governmental entities In the future some of these existing licensesauthorizations or permits may be revoked or the Grouprsquos applications for renewals or new leases could bedenied or granted only in part In addition certain licenses for the operation of the Grouprsquos Sites may besubjected to additional terms and conditions with which Vantage Towers cannot comply Existing regulatorypolicies and changes in such policies may materially and adversely affect the timing or cost of expanding theGrouprsquos Site portfolio and additional regulations may be adopted which increase delays result in additionalcosts or prevent completion of the Grouprsquos expansion plans in certain markets Zoning authorities andcommunity organizations may oppose the construction of Passive Infrastructure in their communities whichcould delay prevent or increase the cost of new infrastructure construction modifications or Site upgradesthereby limiting the Grouprsquos ability to respond to its customersrsquo demands and requirements Jurisdictions inwhich the Group currently operates may also enact new or increase existing license fees The Grouprsquos failureto obtain or maintain necessary licenses authorizations and rights-of-way or to comply with the obligationsimposed upon license holders including the payment of fees in one or more countries may result in sanctionsor additional costs including the revocation of authority to provide services in a particular jurisdiction

The existing laws or regulations under which the Group operates may be repealed amended or overruledand new regulation may be promulgated at any time Additionally governmental authorities or courts maychange their interpretation of existing laws or regulations in areas such as network neutrality licensing feesenvironmental matters health and safety regulations privacy intercarrier compensation infrastructure accessterms and pricing interconnection and the market value of property in general or in ways that are particular tothe Grouprsquos industry Such changes in interpretation may increase costs restrict operations or decrease revenue

13

and the Grouprsquos inability or failure to comply with such changes could result in the temporary or permanentsuspension of operations in one or more jurisdictions

Furthermore the Grouprsquos customers are subject to a wide-ranging regulatory regime stemming from EUnational state and local rules and requirements in particular with respect to administrative antitrust andenvironmental matters For example the Grouprsquos customers are subject to rules and regulations that governwhere and under what conditions they can locate their Active Equipment which can indirectly affect theGrouprsquos own operations Should any of the Grouprsquos customers be deemed to be in violation of theseregulations they could be exposed to a range of sanctions including the temporary or definitive shut-down ofoperations on a particular Site which in turn could affect the level of business and revenue the Group derivesfrom such customers Moreover any regulatory decisions relating to the reallocation of frequencies coverageobligations the location of Sites or budgetary measures implemented by national regional or local authoritiescould require or make it advisable for the Group to relocate or shut down some of its Sites or for MNOs tochange or reduce their roll out plans For example a reduction in coverage obligations in any of the Grouprsquosmarkets could reduce anticipated demand for the Grouprsquos services Vantage Towers cannot guarantee thatexisting or future laws or regulations including EU national state regional and local laws will not adverselyaffect its business generate delays in its expansion plans or result in additional costs for the Group Thesefactors may have a material adverse effect on the Grouprsquos business financial condition and results ofoperations

122 Environmental and health regulations impose additional obligations and subject the Group topotential liability

The Group is subject to various environmental and health and safety laws and regulations in the markets inwhich it operates concerning issues such as damage caused by air emissions noise emissions electro-magneticradiation driving working at height and working with electricity These laws can impose liability for non-compliance are increasingly stringent and may in the future create substantial compliance liabilities and costs

While the Group intends to comply with applicable environmental and health and safety regulations it ispossible that such compliance may prove to be costly In addition the Group may become subject to monetaryfines and penalties for violation of applicable laws regulations or administrative orders as well as potentialclean-up liability which could result in the closure or temporary suspension of or adverse restrictions on itsoperations The Group may also in the future become involved in proceedings with various environmentalauthorities that may require the Company to pay fines comply with more rigorous standards or otherrequirements or incur capital and operating expenses for environmental compliance In addition third partiesmay sue the Group for damages and costs resulting from environmental contamination

Although the Group is currently not subject to any material litigation in respect of environmental or healthand safety regulations there can be no assurance that breaches of such regulations have not occurred or will notoccur or be identified or that these regulations will not change in the future in a manner that could have amaterial impact on the Grouprsquos business

In addition to the potential costs and liabilities associated with complying with environmental and healthand safety regulations Vantage Towers is subject to the risk that local associations or groups may oppose theconstruction or operation of the Grouprsquos Passive Infrastructure as a result of alleged negative effects on theenvironment Any such challenge filed with the competent authorities may prevent or delay the construction oroperation of a Site

The occurrence of any of the events described above could have a material adverse effect on the Grouprsquosbusiness financial condition and results of operations

123 The Group is exposed to regulatory and legal risks relating to data protection

The Group is subject to privacy and information security regulations with respect to among other thingsthe use and disclosure of personal data and the confidentiality integrity and availability of such information Inparticular the Group is subject to the stringent requirements of the EUrsquos General Data Protection Regulation(ldquoGDPRrdquo) violation of which carries fines of up to 4 of the Grouprsquos global turnover In addition the GDPRgrants individual data subjects the right to claim damages for violations of their rights under the regulation Itcannot be ruled out that the confidentiality of such data and information will be breached as a result ofcybersecurity attacks or otherwise or that doubts may arise regarding the security of the data and informationcollected and managed by the Group

14

If the Group fails to adequately safeguard confidential personal or other sensitive data or such data iswrongfully used by the Group (or by third parties) or disclosed to unauthorized persons this could result inclaims for damages and other liabilities significant fines and other penalties and the loss of customers andreputation which could in turn have a material adverse effect on the Grouprsquos business financial condition andresults of operations

124 Changes in tax laws regulations or treaties or adverse determinations by taxing authorities couldincrease Vantage Towersrsquo tax burden or otherwise affect its financial condition and results ofoperations

The amount of taxes the Group pays is subject to a variety of tax laws in the jurisdictions in which theCompany and its subsidiaries are organized and operate The Grouprsquos tax liabilities are dependent on thelocation of earnings among these various jurisdictions From time to time proposals are made and legislation isintroduced to change the tax laws regulations or interpretations thereof of various jurisdictions or limit taxtreaty benefits that if enacted could materially increase the Grouprsquos tax burden increase its effective tax rateor otherwise have a material adverse impact on its financial condition and results of operations The Groupcould be subject to increased taxation on a going forward and retroactive basis if certain legislative proposals orregulatory changes are enacted certain tax treaties are amended andor its interpretation of applicable tax orother laws is challenged and determined to be incorrect In particular any alternative interpretations ofapplicable tax laws asserted by a tax authority or changes in tax laws regulations or accounting principles thatlimit Vantage Towersrsquo ability to take advantage of tax treaties between jurisdictions modify or eliminate thedeductibility of various currently deductible payments increase the tax burden of operating or being resident ina particular country result in transfer pricing adjustments or otherwise require the payment of additional taxesmay have a material adverse effect on the Grouprsquos financial condition and results of operations

Furthermore judgement and estimation are required in determining Vantage Towersrsquo calculation andprovision for income sales value-add and other taxes including withholding taxes In the ordinary course ofthe Grouprsquos business there are various transactions including for example intercompany transactions based oncross-jurisdictional transfer pricing and transactions with specific documentation requirements for all of whichthe ultimate tax assessment or the timing of the tax effect is uncertain

The Group is also subject to risks based on transfer pricing rules which apply to domestic and cross-borderbusiness relationships Pursuant to such transfer pricing rules related enterprises are required to conduct anyinter-company transactions per conditions which would also apply among unrelated third parties concludingcomparable agreements (the so-called ldquoarmrsquos length principlerdquo) and to provide sufficient documentation thereofsubject to the rule applicable to them in the relevant jurisdiction It cannot be excluded that one or more taxauthorities might not agree with and thus challenge the cross-jurisdictional transfer pricing model implementedby the Group The consequences might be double taxation in two or more countries Furthermore transferpricing risks may increase in the future in case the intra-group cross-border business grows or changes or sincethe tax authoritiesrsquo interpretation of the armrsquos length principle might change from time to time For exampleVantage Towers derives the majority of its revenue from members of the Vodafone Group Such companiesmust fulfil special requirements regarding the documentation of transfer prices according to specific tax lawssuch as the German Foreign Relations Tax Act (Auszligensteuergesetz) or similar applicable national laws andregulations

Vantage Towersrsquo tax calculations and its interpretation of laws are reviewed by tax authorities which maydisagree with the Grouprsquos tax estimates or judgements and challenge the Grouprsquos assessments in relation to taxfilings or other tax-related documentation and their compliance with applicable tax laws In addition taxauthorities might challenge the factual or legal basis for such tax filings or other tax-related documentationAlthough the Group believes its tax estimates are reasonable the final determination of any such tax audits orreviews could differ from its tax provisions and accruals Vantage Towers could as a result incur additional taxliabilities as well as interest penalties or regulatory administrative or other sanctions related thereto Anyadditional tax liabilities resulting from the aforementioned risks or any interest or any penalties or anyregulatory administrative or other sanctions relating thereto could have a material adverse effect on the Grouprsquosbusiness financial condition and results of operations

125 The Group may be subject to or impacted by litigation or other legal proceedings (civil taxadministrative or otherwise) which could materially adversely affect its business financialcondition and results of operations

The Vantage Towers Group is not currently subject to any litigation or other legal proceedings of amaterial nature However it is subject to the ongoing risk of legal claims and proceedings and regulatory

15

enforcement actions in the ordinary course of its business Vantage Towers may also be impacted by litigationor legal proceedings related to its co-controlled joint ventures In November 2020 Iliad Italia SpA appealed theEuropean Commissionrsquos March 2020 decision to conditionally approve Vodafonersquos and Telecom Italiarsquosacquisition of joint control over INWIT which merged their Passive Infrastructure in Italy to the EU GeneralCourt The Vantage Towers Group is not a party to the appeal In the event that the appeal is upheld and theEuropean Commissionrsquos approval is annulled the acquisition would need to be re-notified to the EuropeanCommission for a new merger clearance If this were to occur there can be no assurance that the EuropeanCommission will re-approve the transaction or that any approval would be subject to the same commitments asthe original approval decision An unfavorable decision by the European Commission in such circumstancesmay have an operational and financial impact on INWIT which could impact its ability to make distributions tothe Group

126 The results of any legal tax and regulatory proceedings cannot be predicted with certainty

The Company cannot guarantee that the results of future legal tax or regulatory proceedings or actionswill not materially harm its business financial condition or results of operations nor can the Companyguarantee that it will not incur material losses in connection with future legal or regulatory proceedings oractions that exceed any provisions the Company may set aside in respect of such proceedings or actions or thatexceed any available insurance coverage Material litigation could have adverse reputational and financialconsequences for the Group Any negative outcome with respect to any legal actions or proceedings in whichone or more Group companies are involved in the future could have a material adverse effect on its businessfinancial condition and results of operations

13 Risks Related to the Grouprsquos Separation from Vodafone

131 Following the Offering Vodafone Group Plc could exert substantial influence on decisions reachedby the general meeting and could have diverging interests from those of the Grouprsquos othershareholders

Upon the completion of the Offering (assuming (i) the placement of 88888889 existing ordinaryregistered shares with no par value (Namensaktien ohne Nennbetrag) (the ldquoBase Sharesrdquo) from the holdings ofVodafone GmbH (ldquoVodafone Germanyrdquo or the ldquoExisting Shareholderrdquo) (ii) the full exercise of the upsizeoption (the ldquoUpsize Optionrdquo) and placement of the maximum 22222222 ordinary registered shares with nopar value (Namensaktien ohne Nennbetrag) from the holdings of the Existing Shareholder (the ldquoAdditionalBase Sharesrdquo) and (iii) the full exercise of the option to acquire a number of the Companyrsquos shares equal to13333333 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) from theholdings of the Existing Shareholder in connection with a possible over-allotment (the ldquoOver-AllotmentSharesrdquo and together with the Base Shares and the Additional Base Shares the ldquoOffer Sharesrdquo) at the OfferPrice less agreed commissions (ldquoGreenshoe Optionrdquo)) and assuming an Offer Price at the low end of the PriceRange of EUR 2250 Vodafone Group Plc which indirectly holds all of the outstanding share capital of theExisting Shareholder will indirectly hold 7540 of the Companyrsquos shares

As a controlled company the Company is considered to form a ldquode-facto-grouprdquo (faktischer Konzern) withthe Existing Shareholder and Vodafone Group Plc as controlling companies Within such de-facto group theCompany and Vodafone Group Plc have entered into a relationship agreement (the ldquoRelationship Agreementrdquo)with the aim subject to applicable law and always acting reasonably and in good faith to support each other infulfilling their legal obligations

Under the terms of the Relationship Agreement the parties agreed to a number of provisions which couldimpact on the management of the Group For example among other things the Company and VodafoneGroup Plc have agreed to cooperate align and collaborate on certain matters including inter alia (i) to allowVodafone Group Plc or Vodafone Germany to prepare consolidated financial statements capital marketsprospectuses tax reports other mandatory reports and budgets (ii) for the purposes of performing Vodafonegroup audit activities or carry out Vodafone group-wide reporting duties (iii) to ensure compliance withapplicable law and (iv) to support Vodafone Group Plcrsquos or Vodafone Germanyrsquos strategic and refinancingplanning The collaboration obligations also extend to the alignment of the conduct of certain legal proceedingsby the Company or a subsidiary of the Company the implementation and alignment of accounting guidelines aswell as of certain Vodafone Group policies (Konzernrichtlinien) and the policies of the Vantage Towers Groupexternal communication risk management crisis management and corporate social responsibilities and thecollaboration between the control functions of the Company and Vodafone Group Plc

16

Pursuant to a new class of share (the ldquoSpecial Sharerdquo) issued by Central Tower Holding Company BV(ldquoCTHCrdquo) and held by Vodafone Europe BV (ldquoVEBVrdquo) Vodafone will have a veto right over (i) the transferby CTHC of one or more shares in any of its subsidiaries as well as one or more shares in INWIT orCornerstone and (ii) the nomination of any director to be appointed by CTHC to the boards of directors ofINWIT or Cornerstone

Pursuant to section 17 para 2 of the Companyrsquos articles of association (the ldquoArticles of Associationrdquo)resolutions of the general meeting are generally adopted by a simple majority of the votes cast(Stimmmehrheit) unless otherwise required by applicable law After the Offering due to the size of itsshareholding Vodafone Group Plc will be able to indirectly adopt any resolution of the general meetingadopted by a simple majority regardless of how other shareholders vote including but not limited toresolutions on the election of the members of the Companyrsquos supervisory board (Aufsichtsrat) (theldquoSupervisory Boardrdquo) and on the allocation of profits In any of the above contexts the interests of VodafoneGroup Plc may differ from the interests of some or all of the Companyrsquos other shareholders

132 The limited availability and comparability of historical financial information related to the Groupmay make it difficult for investors to evaluate the Grouprsquos historical performance and futureprospects

In order to create the Group Vodafone was required to separate certain of its European towerinfrastructure assets (both legally and operationally) into a new stand-alone tower infrastructure operator beingVantage Towers For the purposes of this Prospectus references to the ldquoTowers Businessrdquo are to the businesscarried out by Vodafonersquos European tower infrastructure assets in Germany Spain Portugal the CzechRepublic Romania Hungary and Ireland prior to their separation into Vantage Towers and the process bywhich Vantage Towers was established is referred to as the ldquoReorganizationrdquo

Prior to the Reorganization the Towers Business had not historically operated or been managed as aseparate legal entity within the Vodafone Group The assets of the Towers Business which were held across anumber of Vodafone Group entities were historically used primarily as infrastructure to support the activetransmission equipment of the Vodafone Group or in some cases other MNOs The Towers Business was notmonitored separately by the Vodafone management team and therefore the information required to fullyreconstruct its historical income statements and statements of financial position is not available Accordinglyalthough the unaudited selected financial information of the Towers Business for the twelve months endedMarch 31 2018 2019 and 2020 presented herein (the ldquoSelected Towers Business Financial Informationrdquo)has been derived from the accounting records of Vodafone which form the basis for the IFRS auditedconsolidated financial statements of Vodafone the information is not indicative of the results that would havebeen obtained by the Vantage Towers Group if it had operated under the same legal structure during thoseyears or of the businessrsquos future results Furthermore because of the phased manner in which Vantage Towerswas established which entailed different markets being legally separated from Vodafone and contributed to theGroup at different points in time the Selected Towers Business Financial Information the audited condensedcombined interim financial statements of the Group as of and for the six months ended September 30 2020(the ldquoAudited Six-Month Condensed Combined Interim Financial Statementsrdquo) and the Unaudited Three-Month Condensed Combined Interim Financial Statements (together with the Audited Six-Month CondensedCombined Interim Financial Statements the ldquoCondensed Combined Interim Financial Statementsrdquo)contained in this Prospectus are not directly comparable

133 The Unaudited Pro Forma Financial Information may not be representative of the Grouprsquos futureresults of operations and financial condition

This Prospectus includes a pro forma consolidated income statement of the Group for the twelve monthsended March 31 2020 a pro forma consolidated income statement of the Group for the nine months endedDecember 31 2020 and a pro forma consolidated statement of financial position of the Group as ofDecember 31 2020 each as accompanied by the related pro forma notes thereto (together the ldquoUnaudited ProForma Financial Informationrdquo) The purpose of the Unaudited Pro Forma Financial Information is toillustrate the material effects that the Reorganization would have had (i) on the unaudited selected financialinformation of the Towers Business and the unconsolidated income statement of Vantage Towers AG for thetwelve months ended March 31 2020 as if the Reorganization had occurred on April 1 2019 for purposes ofthe pro forma consolidated income statement of the Group for the twelve months ended March 31 2020 aswell as (ii) on the condensed combined interim financial information of the Group as of and for the ninemonths ended December 31 2020 as if the Reorganization had occurred on April 1 2019 for purposes of thepro forma consolidated income statement of the Group for the nine months ended December 31 2020 or on

17

December 31 2020 for purposes of the pro forma consolidated statement of financial position of the Group asof December 31 2020

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only andshows a hypothetical situation and therefore does not represent the actual financial position or results of theGroup if the Reorganization had occurred on April 1 2019 for purposes of the pro forma consolidated incomestatements of the Group for the twelve months ended March 31 2020 and the nine months ended December 312020 or on December 31 2020 for purposes of the pro forma consolidated statement of financial position ofthe Group as of December 31 2020 The Unaudited Pro Forma Financial Information is based on factuallysupportable pro forma adjustments described in the accompanying notes which the Group considersreasonable It does not include incremental revenues or costs that are not directly related to the Reorganizationthe Offering or any related financing arrangements and does not reflect the results of any future initiativesFuture results of operations may differ materially from those presented in the Unaudited Pro Forma FinancialInformation The Unaudited Pro Forma Financial Information may not give a true picture of the Grouprsquosfinancial position or results nor is it indicative of the results that may or may not be expected to be achievedin the future

134 Vantage Towers may not realize potential benefits from the separation of its business fromVodafone

Vantage Towers may be unable to realize the potential benefits that it expects to achieve by separatingfrom Vodafone These benefits include the Grouprsquos ability to more efficiently utilize its assets and allocatecapital and to develop a distinct investment identity allowing investors to evaluate the merits performance andfuture prospects of the Group separately from those of Vodafone

Vantage Towers may not achieve these and other anticipated benefits for a number of reasons Prior to theReorganization the Towers Business had not been operated or managed as a separate legal entity within theVodafone Group Accordingly the Vantage Towers Group has a limited track record of operating as a stand-alone business and is therefore subject to some of the risks frequently encountered by companies in their earlystages of operation For example the Group may need to implement changes to its cost structure operatingmodel and management arrangements in order to ensure they are optimized to meet the needs of the businessIf Vantage Towers is unable to achieve some or all of the benefits expected to result from its separation fromVodafone or if such benefits are delayed this could have a material adverse effect on the Grouprsquos financialcondition and results of operations

135 If one or more of the Long-Term Services Agreements are terminated or if one or more VodafoneOperators fails to perform its obligations under the Long-Term Services Agreements there is noguarantee that the Group would be able to obtain replacement agreements with third parties inthe future or that the Group would be able to obtain terms that are comparable to the existingarrangements through replacement agreements

In each of Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland aVodafone Operator has entered into a Long-Term Services Agreement with the local Vantage Towers operatingcompany Pursuant to the Long-Term Services Agreements Vodafone Operators generally provide serviceswhich may include but are not limited to OampM field services and supply chain management to local VantageTowers operating companies In Spain the Group contracts directly with vendors for such OampM field serviceswhile in Greece OampM field services are provided or procured by Victus The services provided by theVodafone Operators are intended to provide long-term support to the Grouprsquos operations and are integral to itsservice offering Each Long-Term Services Agreement terminates when the last service provided under therespective agreement expires or is terminated Under the terms of the Long-Term Services Agreements eachservice has an initial term that ranges for periods of up to nine years Unless otherwise specified the initialservice term for each service automatically renews for successive periods of twelve months each unless theservice recipient gives notice of non-renewal or the service is otherwise terminated There can be no assurancethat these agreements will be renewed upon their expiration that they will be renewed on the same terms ifthey are renewed at all or that they will not be terminated prior to their terms of expiration In particular theseagreements may be terminated before their expiration if the Vodafone MSA between the relevant Vodafoneparties to the respective Long-Term Services Agreement is terminated or if other than in Greece there is aSubsequent Change of Control Any failure to continue or renew these arrangements or any failure of anycounterparties to fulfill their obligations thereunder could negatively impact the Grouprsquos ability to provideservices to its customers which in turn could have a material adverse effect on the Grouprsquos business financialcondition and results of operations

18

136 Certain members of the Supervisory Board are also members of Vodafonersquos senior managementteam which may result in conflicts of interest

As of the date of this Prospectus five members of the Supervisory Board hold senior positions atVodafone and hold shares in Vodafone Group Plc including as part of the remuneration they receive fromVodafone Following the Offering these members of Vodafone senior management will continue to be membersof the Supervisory Board Since the interests of Vodafone and the Company are not necessarily always alignedin particular since members of the Vodafone Group are customers of the Group the aforementionedrelationships may result in conflicts of interest There can be no assurance that members of the SupervisoryBoard or the senior management holding senior positions within Vodafone will not take actions that arecontrary to the interests of minority investors in the Shares

137 A Subsequent Change of Control in a Group company could have a material adverse effect on theGrouprsquos business financial condition and results of operations

The Vodafone MSAs the Long-Term Services Agreements (other than in Greece) and the portfoliomanagement agreements entered into in the Czech Republic and Romania (the ldquoPortfolio ManagementAgreementsrdquo) contain a change of control provision pursuant to which each relevant Vodafone Operator mayterminate the agreement to which it is a party if control (as defined in the agreement) of the Vantage TowersGroup company that is party to the agreement is acquired by a competitor of the Vodafone Group in atransaction that other than in Greece takes place after Vodafone Group Plc has itself given up control of thesubject Vantage Towers Group company in a previous transaction The occurrence of such a SubsequentChange of Control could have a material adverse effect on the Vantage Towers Grouprsquos business financialcondition and results of operations

138 As the Group establishes its own core IT infrastructure it may incur substantial additional costsand experience temporary business interruptions

After the Offering the Grouprsquos IT infrastructure and systems will continue to be highly integrated withthose of the Vodafone Group Vantage Towers currently uses and will continue to use a number of VodafonersquosIT systems for operational business and technology support Vodafonersquos IT infrastructure provides support tothe Group in the areas of OampM project roll out and service delivery as well as in certain business andtechnology support areas such as finance supply chain human resources legal and lease management Inaddition to Vodafonersquos IT infrastructure Vantage Towers is working to establish its own core IT infrastructureto support its business functions The Group has begun to roll out applications that will be dedicated to VantageTowers going forward including the Tower Information Management System (ldquoTIMSrdquo) the Digital Twinsoftware solution that will enable the Group and its customers to perform Site activities remotely the customerportal and other systems focused on customer relationship management and financial planning and reportingHowever the Group may not be entirely successful in establishing its own IT systems and any future systemsmay incur higher implementation and running costs than the current arrangements Any failure to avoidoperational interruptions during the implementation of new IT systems or any failure to implement such newsystems could disrupt the Grouprsquos business and lead to liability towards third parties which could have amaterial adverse effect on the Grouprsquos business financial condition and results of operations

139 The Reorganization and the arrangements between the Group and the Vodafone Group werenegotiated in the context of an affiliated relationship

The Vodafone MSAs the Transitional Services Agreements the Long-Term Services Agreements theSupport Agreements the Procurement Agreements other major agreements with Vodafone as well as theGrouprsquos internal policies and procedures for dealing with related parties were negotiated by persons who wereat the time of negotiation members of the Vodafone Group While the Group believes that the terms of thesearrangements are in line with the market terms for transactions of their type and broadly similar to what wouldhave been obtainable from unaffiliated third parties such terms including terms relating to fees performancecriteria contractual or fiduciary duties conflicts of interest limitations on liability indemnification andtermination may be not as favorable to the Group as otherwise might have resulted if the negotiations hadinvolved unrelated parties from the outset

19

14 Risks Related to the Shares and the Listing

141 The Companyrsquos shares have not been publicly traded and there is no guarantee that an activeand liquid market for the Companyrsquos shares will develop or can be maintained

Prior to the Offering there was no public trading market for the Companyrsquos shares As a consequencethere can be no assurance that (i) an active and liquid trading market will develop or continue after theOffering (ii) the share price will not decline below the offer price (the ldquoOffer Pricerdquo) or (iii) prospectiveinvestors will be able to sell their shares at an appropriate price After a book building process the Offer Pricewill be determined by the Existing Shareholder after consultation with BofA Securities Europe SA MorganStanley Europe SE and UBS AG London Branch (together the ldquoJoint Global Coordinatorsrdquo and each aldquoJoint Global Coordinatorrdquo) on behalf of Barclays Bank Ireland Plc Joh Berenberg Gossler amp Co KGBNP PARIBAS Deutsche Bank Aktiengesellschaft Goldman Sachs Bank Europe SE and Jefferies GmbH (theldquoJoint Bookrunnersrdquo and each a ldquoJoint Bookrunnerrdquo and together with the Joint Global Coordinators theldquoUnderwritersrdquo) and may not be indicative of the market price of the Companyrsquos shares after listing The factthat the Existing Shareholder will continue to hold 7540 of the Companyrsquos share capital even after a fullplacement of the Offer Shares (assuming full exercise of the Upsize Option and the Greenshoe Option andassuming an Offer Price at the low end of the Price Range of EUR 2250) limits the number of free float sharesin the Company and could therefore adversely affect the development and maintenance of a liquid tradingmarket for the shares Low liquidity of the Companyrsquos shares may also entail high volatility regarding the shareprice Furthermore Company shares available for stabilization measures during the stabilization period arelimited as they may not exceed 15 of the number of Base Shares Investors may not be able to sell theCompanyrsquos shares at the final Offer Price at a higher price or at all under certain circumstances

142 The market price and trading volume of the Companyrsquos shares may fluctuate significantly andcould decline upon completion of the Offering and investors could lose some or all of theirinvestment There is no assurance that the price at which the shares will be traded following theOffering will be equivalent to or above the Offer Price

The trading volume and price of the Companyrsquos shares may fluctuate significantly The share price isdetermined by the supply of and demand for the shares and may not necessarily reflect the fair value of theCompany Some of the factors that could negatively affect the share price or result in fluctuations in the priceor trading volume of the shares include for example the inability to achieve the Grouprsquos financial andoperational guidance and targets as disclosed in this Prospectus the inability of INWIT or Cornerstone toachieve their respective financial and operational guidance and targets ad hoc developments changes in profitforecasts or estimates fluctuations in the Grouprsquos actual or projected operating results variations in quarterlyresults failure to meet securities analystsrsquo expectations the contents of published research reports about theCompany or the industry segments or securities analysts failing or ceasing to cover the Company following theOffering actions by institutional shareholders and general market conditions or special factors influencingcompanies in the industry in general Fluctuations in the equity markets could also cause the share price todecline though such general fluctuations may not necessarily have any particular basis in the Grouprsquos businessresults of operations and prospects In particular public perceptions of the Group as part of the Vodafone Groupmay result in the Companyrsquos share price being influenced by the price of Vodafone Group shares or therelatively small number of large publicly listed tower infrastructure companies may mean that investors find itdifficult to value the Companyrsquos shares as easily as companies in industries with a higher number ofcomparable publicly listed entities There is no assurance that the price at which the Companyrsquos shares will betraded following the Offering will be equivalent to or above the Offer Price Investors might therefore only beable to sell their Company shares at a price below the Offer Price If the share price declines investors may beunable to resell their Company shares at or above their purchase price and may lose some or all of theirinvestment in the Companyrsquos shares

143 The payment of future dividends will depend among other things on the Grouprsquos results ofoperations financial and investment needs the availability of distributable reserves andshareholder approval

In accordance with the German Stock Corporation Act (Aktiengesetz ldquoAktGrdquo) the general meeting of theCompany decides on the payment of dividends on the recommendation of the Companyrsquos management board(Vorstand) (ldquoManagement Boardrdquo) and the Supervisory Board The Companyrsquos ability to distribute dividendsin the future will among other things depend on the Companyrsquos ability to generate profits its results ofoperations and financing and investment needs as well as the availability of distributable profits ordistributable reserves In addition future debt financing arrangements may also contain covenants which limit

20

the Companyrsquos ability to pay dividends The ability to pay dividends is dependent on the existence of adistributable balance sheet profit as determined for the Company on a stand-alone basis in accordance with theGerman Commercial Code (Handelsgesetzbuch ldquoHGBrdquo) and the AktG In order to determine the balance sheetprofit available for distribution the annual financial profit or loss must be adjusted with the profitloss carryforward from the previous year as well as any withdrawals or contributions made to the reserves The results ofoperations set out in the Condensed Combined Interim Financial Statements are not indicative of the amountsof future dividend payments Any proposals by the Management Board and Supervisory Board regardingdividend payments will be subject to the approval of the general meeting The Company can make nopredictions as to the size of future profits available for distribution whether distributable profits will beachieved at all or whether dividend payments will ultimately be approved and hence the Group cannotguarantee that dividends will be paid for periods after the 12 months ending March 31 2021

144 The Company will face additional administrative requirements and costs as a stand-alone publiclylisted company

As a stand-alone publicly listed company the Company will be responsible for managing among otherthings all of its administrative and employee arrangements its legal affairs and its financial reportingrequirements After the Offering the Company will be subject to the legal requirements for German stockcorporations listed on the regulated market of a public exchange and the German Federal Financial SupervisoryAuthority (Bundesanstalt fuumlr Finanzdienstleistungsaufsicht) as well as the German Securities Trading Act(Wertpapierhandelsgesetz) and the Market Abuse Regulation (ldquoMARrdquo) These requirements include periodicfinancial reporting and other public disclosures of information (including those required by the stock exchangelisting authorities) regular calls and meetings with securities and industry analysts and other requireddisclosures There can be no assurance that the Grouprsquos accounting controlling and legal or other corporateadministrative functions will be capable of responding to these requirements without difficulties andinefficiencies that cause the Group to incur significant additional expenditures andor expose Vantage Towers tolegal regulatory or civil costs or penalties Furthermore the preparation convening and conduct of generalmeetings and the Companyrsquos regular communications with shareholders and potential investors will entailsubstantial expenses

The Grouprsquos management may also need to devote time and other resources to these requirements that itcould have otherwise devoted to other aspects of managing the Grouprsquos operations and these requirementscould also entail substantially increased time commitments and costs for the accounting controlling legal andinvestor relations departments and other Group administrative functions In addition the Group may berequired to hire additional employees or engage outside consultants to comply with such requirements whichcould increase the Grouprsquos costs and expenses

145 Future offerings of equity or equity-linked debt securities may adversely affect the market priceof the Companyrsquos shares

In the future the Group may seek to raise capital through offerings of equity or debt securities (potentiallyincluding convertible debt securities) An issuance of additional equity securities or securities with rights toconvert into equity could have a material adverse effect on the market price of the Companyrsquos shares andwould dilute the economic position and voting rights of existing shareholders if made without grantingsubscription rights to existing shareholders Because the timing and nature of any future offering would dependon market conditions at the time of such an offering the Group cannot predict or estimate the amount timingor nature of future offerings Thus holders of shares bear the risk of future offerings reducing the market priceof the shares andor diluting their shareholdings in the Company In addition the acquisition of othercompanies or investments in companies in exchange for newly issued shares of the Company as well as theexercise of share options by the Grouprsquos employees in the context of future share option programs or theissuance of new shares to employees in the context of employee equity programs such as restricted shares oremployee share participation programs could lead to such dilution Any additional offering of shares by theCompany or the public perception that an offering may occur could also have a negative impact on orincrease the volatility of the market price of the Companyrsquos shares

146 Future sales of the Companyrsquos shares by the Existing Shareholder or investors acquiring shares inthe Offering or the perception that such sales may occur could depress the price of the shares

If the Existing Shareholder (directly or indirectly) or one or more other shareholders of the Company sell asubstantial number of the shares in the Company they hold directly and indirectly following completion of theOffering or a consensus is formed in the market that such a sale is imminent the Companyrsquos share price may

21

decline While the shares that are directly and indirectly held by the Existing Shareholder are subject to lock-up commitments such arrangements are only contractual obligations and are only binding for the agreed lock-up period of 180 days and provide for certain exceptions If such arrangements among the parties are amendedor waived shareholders will not have any right of action against the parties A sale of the Companyrsquos sharesbefore the expiration of the lock-up period therefore cannot be ruled out Any proposed or perceived sale ofshares in the future may significantly depress the share price particularly at the point in time when the lock-uparrangement expires

147 Shareholders outside of Germany may not be able to participate in future rights offerings

Under German corporate law shareholders generally have subscription rights (Bezugsrechte) relating toany shares issued in a capital increase or convertible bonds or bonds with warrants in proportion to theirshareholding subject to certain exceptions which allow for an exclusion of preemptive rights Due torestrictions in other jurisdictions including the United States shareholders outside of Germany may beprohibited under applicable law or excluded under the terms of the capital measure from participating infuture capital measures or such participation may be difficult In addition shareholders may not be able toparticipate in potential future capital measures if they do not have the funds necessary to subscribe for newsecurities or if the subscription rights are excluded This could result in dilution of those shareholdersrsquoproportionate interests in the Company Open market purchases to counteract such dilution could be on termsless favorable than those offered to other shareholders in connection with such a capital increase

148 Shareholders in countries with currencies other than the Euro face additional investment riskfrom currency exchange rate fluctuations in connection with their holding of Company shares

The Companyrsquos shares will be quoted only in Euros and any future payments of dividends if any on theCompanyrsquos shares will be denominated in Euros During recent periods the Euro has fluctuated in valueagainst other world currencies The US dollar or other currency equivalent of any dividends paid on theCompanyrsquos shares or any distributions made would be adversely affected by the depreciation of the Euroagainst the US dollar or such other currencies Accordingly any investment in the Companyrsquos shares by ashareholder whose main currency is not the Euro will be exposed to exchange rate risk so that any depreciationof the Euro in such shareholderrsquos main currency will reduce the value of their equity investment and the valueof any dividends received from the Company

149 The Company is incorporated in Germany and as a result it may not be possible forshareholders to enforce civil liability provisions of the securities laws of the United States againstthe Company its officers or directors

The Company is incorporated under the laws of Germany and all of its assets are located outside theUnited States In addition the members of the Management Board and the Supervisory Board are non-residentsof the United States As a result it may not be possible for the holders of the Companyrsquos shares to effectservice of process upon its directors or officers within the United States or to enforce against the Company orits directors or officers in the United States court judgments based on the civil liability provisions of thesecurities laws of the United States

22

2 GENERAL INFORMATION

21 Responsibility for the Contents of this Prospectus

Vantage Towers AG a stock corporation (Aktiengesellschaft) governed by German law with its registeredoffice (Sitz) in Duumlsseldorf Germany and its registered business address at Prinzenallee 11ndash13 40549Duumlsseldorf Germany registered with the commercial register (Handelsregister) of the local court (Amtsgericht)of Duumlsseldorf Germany under HRB 92244 telephone +49 211 617120 together with BofA Securities EuropeSA 51 rue La Boeacutetie 75008 Paris France LEI 549300FH0WJAPEHTIQ77 (ldquoBofA Securitiesrdquo) MorganStanley Europe SE Groszlige Gallusstraszlige 18 60312 Frankfurt am Main GermanyLEI 54930056FHWP7GIWYY08 (ldquoMorgan Stanleyrdquo) and UBS AG London Branch 5 BroadgateLondon EC2M 2QS United Kingdom LEI BFM8T61CT2L1QCEMIK50 (ldquoUBSrdquo and together with BofASecurities and Morgan Stanley the ldquoJoint Global Coordinatorsrdquo and each a ldquoJoint Global Coordinatorrdquo)and Barclays Bank Ireland Plc One Molesworth Street Dublin 2 Ireland D02 FR29LEI 2G5BKIC2CB69PRJH1W31 Joh Berenberg Gossler amp Co KG Neuer Jungfernstieg 20 20354Hamburg Germany LEI 529900UC2OD7II24Z667 BNP PARIBAS 6 boulevard des Italiens 75009 ParisFrance LEI R0MUWSFPU8MPRO8K5P83 Deutsche Bank Aktiengesellschaft Mainzer Landstraszlige 11-1760329 Frankfurt am Main Germany LEI 7LTWFZYICNSX8D621K86 Goldman Sachs Bank Europe SEMarienturm Taunusanlage 9-10 60329 Frankfurt am Main Germany LEI 8IBZUGJ7JPLH368JE346 andJefferies GmbH Bockenheimer Landstraszlige 24 60323 Frankfurt am Main GermanyLEI 5493004I3LZM39BWHQ75 (the ldquoJoint Bookrunnersrdquo and each a ldquoJoint Bookrunnerrdquo and togetherwith the Joint Global Coordinators the ldquoUnderwritersrdquo) assume responsibility for the content of thisProspectus pursuant to Section 8 of the German Securities Prospectus Act (Wertpapierprospektgesetz) as wellas Article 11 para 1 of the Prospectus Regulation and declare that the information contained in this Prospectusis to best of their knowledge in accordance with the facts and that the Prospectus makes no omission likely toaffect its import

This Prospectus has been approved on March 8 2021 in accordance with Art 20 para 2 of the ProspectusRegulation by the German Federal Financial Supervisory Authority (Bundesanstalt fuumlrFinanzdienstleistungsaufsicht the ldquoBaFinrdquo) Marie Curie Straszlige 24-28 60439 Frankfurt am Main Germany(telephone +49 228 4108 0 website wwwbafinde) as competent authority under the Prospectus RegulationThe BaFin only approves this Prospectus as meeting the standards of completeness comprehensibility andconsistency imposed by the Prospectus Regulation and such approval should not be considered as anendorsement of the Company or its shares Investors should make their own assessment as to the suitability ofinvesting in the shares of the Company

The Companyrsquos LEI is 213800BBQO965UPQ7J59

The Companyrsquos website is wwwvantagetowerscom The information contained on the Companyrsquos websiteis not incorporated by reference in this Prospectus and does not form part of this Prospectus

If any claims are asserted before a court of law based on the information contained in this Prospectus theinvestor appearing as plaintiff may have to bear the costs of translating this Prospectus prior to thecommencement of the court proceedings pursuant to the national legislation of the member states of theEuropean Economic Area

Prospective investors should read the entire document and in particular the section headed ldquoRiskFactorsrdquo when considering an investment in the Company

Neither the delivery of this Prospectus nor any sale made hereunder shall under any circumstances implythat there has been no change in the Companyrsquos affairs or that the information set forth in this Prospectus iscorrect as of any date subsequent to the date hereof

Neither the Company nor the Underwriters are required by law to update the Prospectus subsequent to thedate hereof except in accordance with Article 23 of the Prospectus Regulation which stipulates that everysignificant new factor material mistake or material inaccuracy relating to the information included in aprospectus which may affect the assessment of the securities and which arises or is noted between the timewhen the prospectus is approved and the closing of the offer period or the time when trading on a regulatedmarket begins whichever occurs later shall be mentioned in a supplement to the prospectus without unduedelay In any event the obligation to supplement a prospectus does no longer apply when a prospectus is nolonger valid The closing of the offer period is expected to occur on March 17 2021 and the time when tradingon a regulated market begins is expected to occur on March 18 2021 Accordingly the validity of theprospectus is expected to expire at the end of the day on March 18 2021

23

22 Purpose of this Prospectus

This Prospectus relates to the public offering in Germany

The offering of 124444444 ordinary registered shares of the Company with no par value (Namensaktienohne Nennbetrag) each such share representing a notional value of EUR 100 in the Companyrsquos share capitaland with full dividend rights in Euros as of April 1 2020 (the ldquoOfferingrdquo) consists of

bull 88888889 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag)from the holdings of the Existing Shareholder (the ldquoBase Sharesrdquo)

bull 22222222 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag)from the holdings of the Existing Shareholder (ldquoAdditional Base Sharesrdquo) with the number ofshares to be actually placed with investors subject to the exercise of an upsize option upon thedecision of the Existing Shareholder in agreement with the Joint Global Coordinators on the date ofpricing based on market demand (ie the Upsize Option) and

bull 13333333 existing ordinary registered shares with no par value (Namensaktien ohne Nennbetrag)from the holdings of the Existing Shareholder in connection with a possible over-allotment (theldquoOver-Allotment Sharesrdquo and together with the Base Shares and the Additional Base Shares theldquoOffer Sharesrdquo)

Furthermore for the purpose of admission to trading on the regulated market (regulierter Markt) of theFrankfurt Stock Exchange (Frankfurter Wertpapierboumlrse the ldquoFrankfurt Stock Exchangerdquo) (ldquoAdmissionrdquo) aswell as the simultaneous admission to the sub-segment of the regulated market with additional post-admissionobligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) this Prospectusrelates to the Admission of all of the Companyrsquos existing ordinary registered shares being 505782265 existingregistered shares with no par value (Namensaktien ohne Nennbetrag) each such share representing a notionalvalue of EUR 100 in the Companyrsquos share capital and with full dividend rights in Euros as of April 1 2020

This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any shares offeredby any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation

23 Validity of this Prospectus

The validity of this Prospectus will expire with the beginning of the trading of the Companyrsquos shareson the regulated market of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) which isexpected to occur on March 18 2021 and no obligation to supplement this Prospectus in the event ofsignificant new factors material mistakes or material inaccuracies will apply when this Prospectus is nolonger valid

24 Forward-Looking Statements

This Prospectus contains forward-looking statements A forward-looking statement is any statement thatdoes not relate to present or historical facts and events Statements in this Prospectus containing informationrelating to among other things (i) the Grouprsquos future earnings cash flows capital expenditure and profitability(including the detailed guidance and targets set out under ldquo27 Recent Developments and Outlookrdquo) (ii) theGrouprsquos plans and expectations regarding its business (iii) the Grouprsquos strategy (iv) projected industry growthin the markets in which the Group operates including projections relating to numbers of Sites and numbers oftenancies (v) future demand from MNOs operating in the Grouprsquos markets and (vi) future growth of theGrouprsquos business are all examples of forward-looking statements In addition statements made using wordssuch as ldquoanticipatesrdquo ldquocontemplatesrdquo ldquocontinuesrdquo ldquocouldrdquo ldquois likelyrdquo ldquowillrdquo ldquobelievesrdquo ldquoexpectsrdquoldquoassumesrdquo ldquoestimatesrdquo ldquopredictsrdquo ldquointendsrdquo ldquotargetsrdquo or ldquoin its estimationrdquo or the negative of these wordsmay indicate forward-looking statements

The forward-looking statements in this Prospectus are subject to risks and uncertainties as they relate tofuture events and are based on estimates and assessments made to the best of the Companyrsquos presentknowledge These forward-looking statements are based on assumptions uncertainties and other factors theoccurrence or non-occurrence of which could cause the Companyrsquos actual results including the financialcondition and profitability of the Group to differ materially from or fail to meet the expectations expressed orimplied in such forward-looking statements Accordingly investors are strongly advised to consider thisProspectus as a whole and particularly ensure that they have read the following sections of this Prospectus ldquo13Managementrsquos Discussion and Analysis of Financial Condition and Results of Operationsrdquo ldquo14 ProfitForecastrdquo ldquo15 Industry Overviewrdquo ldquo16 Businessrdquo and ldquo272 Outlookrdquo These sections include more detailed

24

descriptions of factors that might have an impact on the Grouprsquos business and the business environment inwhich the Group operates

In light of these factors it is possible that the future events mentioned in this Prospectus might not occurand future projections may prove to be inaccurate In addition the forward-looking estimates and forecastsreproduced in this Prospectus from third-party reports could also prove to be inaccurate (see ldquo211 Sources ofMarket Datardquo for more information on third-party sources used in this Prospectus)

Actual results performance or events may differ materially from those described in forward-lookingstatements due to among other reasons

bull members of the Vodafone Group being unable to meet their obligations to members of the VantageTowers Group

bull the Grouprsquos inability to compete effectively in the European telecommunications infrastructureindustry

bull changes in the terms of the Grouprsquos ground leases

bull the ability of the Group to expand and develop its business

bull reductions in demand for Sites or Site space including as a result of new technologies of MNOsrsquo rollout strategies

bull overall economic conditions particularly in the markets in which the Group operates includingrelated fluctuations in exchange rates

bull increases in the Grouprsquos primary costs or the failure or inability to achieve planned cost efficiencies

bull changes in current or future laws or regulations including coverage obligations

bull the ability of the Group and its management to realize the benefits of the separation from Vodafone

and other factors described in this Prospectus This list of important factors is not exhaustive Theforegoing factors and other uncertainties and events should be carefully considered especially in light of theregulatory political economic social and legal environment in which the Company operates

Neither the Company nor its management can therefore guarantee the future accuracy of the forward-looking statements presented in this Prospectus

Forward-looking statements included in this Prospectus speak only as of the date on which they are madeNeither the Company nor any of the Underwriters assumes any obligation except as required by law to updateany forward-looking statement contained herein

25 Presentation of Financial Information

251 Background

In order to create Vantage Towers Vodafone was required to separate its European tower infrastructureassets in Germany Spain Portugal the Czech Republic Hungary Romania and Ireland (both legally andoperationally) into a new stand-alone tower infrastructure business being Vantage Towers

Prior to the Reorganization the Towers Business had not historically operated or been managed as aseparate legal entity within the Vodafone Group The assets of the Towers Business which were held across anumber of Vodafone entities were historically used primarily as infrastructure to support the Active Equipmentof the Vodafone Group or in some cases other MNOs The Towers Business was not monitored separately bythe Vodafone management team and therefore the information required to fully reconstruct its historicalincome statements and statements of financial position is not available

As a result it is not possible to prepare carve-out financial statements or combined financial statementsregarding the Towers Business in accordance with International Financial Reporting Standards as adopted bythe European Union (ldquoIFRSrdquo) for periods prior to March 31 2020 With regard to the financial informationrelating to the activities of the Towers Business for the periods prior to the Reorganization the financialstatement line items that can be directly identified are

bull revenues from tenants other than Vodafone

bull certain costs which are directly attributable to the tower infrastructure assets such as energy maintenancedepreciation of property plant and equipment ground leases and for the twelve months ended March 31

25

2020 depreciation on lease-related right of use assets and interest on leases recognized under IFRS 16ldquoLeasesrdquo and

bull the non-current property plant and equipment assets and related asset retirement obligations

Ground leases were accounted for under IAS 17 ldquoLeasesrdquo for the twelve months ended March 31 2018and 2019 and under IFRS 16 ldquoLeasesrdquo for the twelve months ended March 31 2020 Therefore these expenseshave been presented differently in the unaudited selected financial information of the Towers Business for thetwelve months ended March 31 2018 2019 and 2020 presented herein (the ldquoSelected Towers BusinessFinancial Informationrdquo) over these periods

Given the lack of available historical financial information neither the Towers Businessrsquo net workingcapital nor its net financial debt can be identified

252 Financial Statements

The audited condensed combined interim financial statements of the Group as of and for the six monthsended September 30 2020 (the ldquoAudited Six-Month Condensed Combined Interim Financial Statementsrdquo)were prepared by the Company in accordance with IFRS on interim financial reporting (IAS 34) The AuditedSix-Month Condensed Combined Interim Financial Statements were audited in accordance with Section 317HGB and in accordance with German Generally Accepted Standards for Financial Statement Auditspromulgated by the Institut der Wirtschaftspruumlfer (Institute of Public Auditors in Germany) (IDW) by Ernst ampYoung GmbH Wirtschaftspruumlfungsgesellschaft Boumlrsenplatz 1 50667 Koumlln(Cologne) Germany (ldquoEYrdquo) whoissued an independent auditorrsquos report (Bestaumltigungsvermerk) thereon

The unaudited condensed combined interim financial statements of the Group as of and for the threemonths ended December 31 2020 (the ldquoUnaudited Three-Month Condensed Combined Interim FinancialStatementsrdquo and together with the Audited Six-Month Condensed Combined Interim Financial Statements theldquoCondensed Combined Interim Financial Statementsrdquo) were prepared by the Company in accordance withIFRS on interim financial reporting (IAS 34) See ldquo132 Overview of the Grouprsquos Combined FinancialPerformancerdquo for more details on the preparation and comparability of these financial statements

The audited unconsolidated (separate) financial statements of the Company as of and for the shortfinancial year ended March 31 2020 (the ldquoAudited Unconsolidated German GAAP Financial Statementsrdquo)were prepared by the Company in accordance with German generally accepted accounting principles(ldquoGerman GAAPrdquo) pursuant to the HGB EY issued an independent auditorrsquos report (Bestaumltigungsvermerk)thereon in accordance with Section 317 of the HGB and in compliance with German Generally AcceptedStandards for Financial Statement Audits promulgated by the Institut der Wirtschaftspruumlfer in Deutschland e V(Institute of Public Auditors in Germany) (IDW)

The audited unconsolidated financial statements of the Company as of and for the twelve months endedMarch 31 2020 (the ldquoAudited Unconsolidated IFRS Financial Statements 2020rdquo) and the auditedunconsolidated financial statements of the Company as of March 31 2019 and for the period from February 282019 to March 31 2019 (the ldquoAudited Unconsolidated IFRS Financial Statements March 2019rdquo andtogether with the Audited Unconsolidated IFRS Financial Statements 2020 the ldquoAudited UnconsolidatedIFRS Financial Statementsrdquo) were prepared by the Company in accordance with IFRS EY issuedindependent auditorrsquos reports (Bestaumltigungsvermerke) thereon in accordance with Section 317 HGB and incompliance with German Generally Accepted Standards for Financial Statement Audits promulgated by theInstitut der Wirtschaftspruumlfer (Institute of Public Auditors in Germany) (IDW)

The aforementioned financial statements are included in ldquo25 Financial Informationrdquo beginning onpage F-1

Financial data in this Prospectus (i) if presented as ldquoauditedrdquo is taken from the Audited Six-MonthCondensed Combined Interim Financial Statements or from the Audited Unconsolidated German GAAPFinancial Statements or from the Audited Unconsolidated IFRS Financial Statements and (ii) if presented asldquounauditedrdquo is taken or derived from the Unaudited Three-Month Condensed Combined Interim FinancialStatements or from the Selected Towers Business Financial Information or from the Companyrsquos accountingrecords or its internal management reporting systems or derived from the Audited Six-Month CondensedCombined Interim Financial Statements or from the Audited Unconsolidated German GAAP FinancialStatements or from the Audited Unconsolidated IFRS Financial Statements

26


In order to provide investors with historical financial information about the Towers Business thisProspectus also includes the Selected Towers Business Financial Information The Selected Towers BusinessFinancial Information has been prepared by extracting the directly attributable revenues and certain costs of theTowers Business from the accounting records of the Vodafone Group The Selected Towers Business FinancialInformation has been derived from the accounting records of Vodafone which form the basis for the IFRSaudited consolidated financial statements of Vodafone Certain adjustments have been made for one-off andother items in order to reflect the underlying performance of the Towers Business in each twelve-month periodOne-off and other items comprise items that management does not consider reflective of the underlyingperformance of the Towers Business with the primary adjustment made being the removal of a one-offremeasurement charge on asset retirement obligation assets While these items would not ordinarily be excludedunder IFRS management considers that by excluding them the Selected Towers Business FinancialInformation better reflects the underlying performance of the Towers Business over the periods shown One-offand other items are subject to certain discretion in the allocation of various income and expenses and theapplication of discretion may differ from company to company

The Towers Business did not comprise a separate legal entity or group of entities for the twelve monthsended March 31 2018 2019 and 2020 As the Reorganization comprises the combination of the separateTowers Businesses this meets the definition of a business combination However as the Reorganization isunder common control the accounting does not fall in scope for any existing IFRSs Consequently inaccordance with IAS 8 ldquoAccounting Policies Changes in Accounting Estimates and Errorsrdquo the directors of theCompany must employ judgment to develop and apply an appropriate accounting policy Accordingly thedirectors of the Company have concluded that it is appropriate to account for the combination of the TowersBusinesses by applying the pooling of interests method based on historical carrying values as though thecurrent structure had always been in place a method of accounting for business combinations These historicalcarrying values are determined by reference to the book values recorded under the Vodafone Group accountingpolicies immediately preceding the Reorganization in accordance with the pooling of interests approach Inapplying the pooling of interests method the directors of the Company have considered the requirements ofIFRS 10 ldquoConsolidated Financial Statementsrdquo which in the absence of specific IFRS guidance is considered tobe analogous and relevant for the purposes of accounting for the combination

The Grouprsquos joint venture in Greece was acquired on December 22 2020 following the completion of thedemerger and contribution of approximately 2800 Sites and approximately 2400 Sites by Vodafone Greeceand Wind Hellas respectively into a new jointly owned entity being Vantage Towers SA (ldquoVantage TowersGreecerdquo) The historical financial information of Vantage Towers Greece for the twelve months endedMarch 31 2018 2019 and 2020 is not included in the Selected Towers Business Financial Information because(i) the manner in which revenues and certain costs were historically calculated and recorded for Vodafonersquostower assets in Greece was significantly different from the manner in which such revenues and costs arecalculated as part of Vantage Towers Greece and (ii) the approximately 2400 towers contributed to VantageTowers by Wind Hellas were not owned by Vodafone during the periods covered by the Selected TowersBusiness Financial Information Therefore any revenue or cost items that could be shown for Vodafonersquos towerassets in Greece would be wholly exclusive of the approximately 2400 towers contributed by Wind Hellas Thefinancial information for Vantage Towers Greece is set out in the Unaudited Pro Forma Financial Informationand the Unaudited Three-Month Condensed Combined Interim Financial Statements See ldquo10 Unaudited ProForma Financial Informationrdquo ldquo13 Managementrsquos Discussion and Analysis of Financial Condition and Resultsof Operationsrdquo and ldquo25 Financial Informationrdquo

The same accounting policies and measurement principles as were applied by Vodafone in preparing itsconsolidated financial statements for the twelve months ended March 31 2020 have been used for thepreparation of the Selected Towers Business Financial Information This includes IFRS 16 ldquoLeasesrdquo which wasadopted by Vodafone on April 1 2019 In the Selected Towers Business Financial Information for the twelvemonths ended March 31 2018 and March 31 2019 IAS 17 was applied

Although the accounting policies used in preparing the Selected Towers Business Financial Informationare the same as those used by the Company in preparing the Condensed Combined Interim FinancialStatements and all applicable mandatory accounting principles were taken into account the Selected TowersBusiness Financial Information is not indicative of the results that would have been obtained by the VantageTowers Group if it had operated under the same legal structure during those years or of the businessrsquos futureresults Furthermore the Selected Towers Business Financial Information is not directly comparable with theCondensed Combined Interim Financial Information for the reasons set forth under ldquo133 The Vantage TowersCondensed Combined Interim Financial Statementsrdquo and because the Selected Towers Business Financial

27

Information does not include the Grouprsquos shareholdings in Cornerstone INWIT or Vantage Towers GreeceAccordingly investors are cautioned not to place undue reliance on such information

The table below sets out the Selected Towers Business Financial Information for the twelve months endedMarch 31 2018 2019 and 2020

Twelve months ended March 312018 2019 2020


Revenue 83 88 95Maintenance costs (36) (34) (33)Other operating expenses(1) (337) (349) (139)Depreciation on lease-related right of use assets mdash mdash (202)Depreciation on other property plant and equipment (102) (105) (102)Interest on lease liabilities mdash mdash (22)

Note

(1) Other operating expenses includes EUR 208 million EUR 218 million and EUR 6 million of ground lease costs for the twelvemonths ended March 31 2018 2019 and 2020 respectively Ground leases were accounted for under IAS 17 ldquoLeasesrdquo for thetwelve months ended March 31 2018 and 2019 and under IFRS 16 ldquoLeasesrdquo for the twelve months ended March 31 2020Therefore these expenses have been presented differently in the Selected Towers Business Financial Information over theseperiods For the twelve months ended March 31 2020 ground lease costs are primarily reflected in the line items ldquoDepreciationon lease-related right of use assetsrdquo and ldquoInterest on lease liabilitiesrdquo

For the twelve months ended March 31 2018 2019 and 2020 the Towers Business generated revenue ofEUR 83 million EUR 88 million and EUR 95 million respectively from customers other than Vodafone Theincrease in revenue between the twelve months ended March 31 2018 and the twelve months ended March 312019 was primarily driven by price increases due to a contract price renegotiation with an MNO in SpainSimilarly the increase in revenue between the twelve months ended March 31 2019 and the twelve monthsended March 31 2020 was largely attributable to new tenants and price growth on contract renewals inGermany and Spain with a small portion attributable to an increase in a single customerrsquos tenancies In Spainrevenue increased primarily as a result of an increase in prices on the renewal of expired Individual SiteAgreements (the ldquoISAsrdquo)

For the twelve months ended March 31 2018 2019 and 2020 the Towers Business incurred maintenancecosts of EUR 36 million EUR 34 million and EUR 33 million respectively The decrease in maintenance costsresulted from the conclusion of a maintenance cycle in Germany

For the twelve months ended March 31 2018 2019 and 2020 the Towers Business incurred otheroperating expenses excluding ground lease costs of EUR 129 million EUR 131 million and EUR 133 millionrespectively The increases between the periods were driven by rising inflation

For the twelve months ended March 31 2018 2019 and 2020 the Towers Business incurred ground leasecosts of EUR 208 million EUR 218 million and EUR 230 million respectively The increase in ground leasecosts for the twelve months ended March 31 2019 compared to the twelve months ended March 31 2018reflected contractual price increases and the impact of newly built Sites primarily in Germany The increase inground lease costs for the twelve months ended March 31 2020 compared to the twelve months endedMarch 31 2019 was primarily driven by the adoption of IFRS 16 ldquoLeasesrdquo during the twelve months endedMarch 31 2020 with the prior years presented on an IAS 17 basis Contractual price increases and growth inthe number of Sites also contributed to the increase in ground lease costs

For the twelve months ended March 31 2018 2019 and 2020 the Towers Business incurred depreciationon other property plant and equipment of EUR 102 million EUR 105 million and EUR 102 millionrespectively The increase for the twelve months ended March 31 2019 compared to the twelve months endedMarch 31 2018 was due to an increase in property plant and equipment in Germany The decrease for thetwelve months ended March 31 2020 compared to the twelve months ended March 31 2019 reflected adecrease in the carrying amount of property plant and equipment

28

The table below sets out the Selected Towers Business Financial Information as of March 31 2018 2019and 2020

As of March 312018 2019 2020


AssetsProperty plant and equipment 462 481 1643LiabilitiesLease liabilities mdash mdash (1059)Provisions (138) (194) (248)

For the twelve months ended March 31 2020 the Towers Businessrsquo capital expenditure amounted toEUR 117 million comprising EUR 25 million of maintenance capital expenditure and EUR 92 million of othercapital expenditure

254 Unaudited Pro Forma Financial Information

Due to the limited availability of historical financial information related to the Company and the limitedcomparability of such historical financial information this Prospectus also includes a pro forma consolidatedincome statement of the Group for the twelve months ended March 31 2020 a pro forma consolidated incomestatement of the Group for the nine months ended December 31 2020 and a pro forma consolidated statementof financial position of the Group as of December 31 2020 together with the accompanying notes theretoprepared on the basis of the IDW Accounting Practice Statement Preparation of the Pro Forma FinancialInformation (IDW AcPS AAB 1004) (IDW Rechnungslegungshinweis Erstellung von Pro FormaFinanzinformationen (IDW RH HFA 1004)) as promulgated by the Institut der Wirtschaftspruumlfer inDeutschland e V (Institute of Public Auditors in Germany) (IDW) (the ldquoUnaudited Pro Forma FinancialInformationrdquo) The purpose of the Unaudited Pro Forma Financial Information is to illustrate the materialeffects that the Reorganization would have had (i) on the unaudited selected financial information of theTowers Business and the unconsolidated income statement of Vantage Towers AG for the twelve months endedMarch 31 2020 as if the Reorganization had occurred on April 1 2019 for purposes of the pro formaconsolidated income statement of the Group for the twelve months ended March 31 2020 as well as (ii) on thecondensed combined interim financial information of the Group as of and for the nine months endedDecember 31 2020 as if the Reorganization has occurred on April 1 2019 for purposes of the pro formaconsolidated income statement of the Group for the nine months ended December 31 2020 or onDecember 31 2020 for the pro forma consolidated statement of financial position of the Group as ofDecember 31 2020

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only andshows a hypothetical situation and therefore does not represent the actual financial position or results of theGroup if the Reorganization had occurred on April 1 2019 for purposes of the pro forma consolidated incomestatements of the Group for the twelve months ended March 31 2020 and the nine months ended December 312020 or on December 31 2020 for purposes of the pro forma consolidated statement of financial position ofthe Group as of December 31 2020 The Unaudited Pro Forma Financial Information is based on factuallysupportable pro forma adjustments described in the accompanying notes which the Group considersreasonable It does not include incremental revenues or costs that are not directly related to the Reorganizationthe Offering or any related financing arrangements and does not reflect the results of any future initiativesFuture results of operations may differ materially from those presented in the Unaudited Pro Forma FinancialInformation As a result it may not give a true picture of the Grouprsquos financial position or results nor is itindicative of the results that may or may not be expected to be achieved in the future The Unaudited ProForma Financial Information should be read in conjunction with the Condensed Combined Interim FinancialStatements and the notes thereto included in ldquo25 Financial Informationrdquo

The examination of the Unaudited Pro Forma Financial Information by EY has been carried out inaccordance with IDW Auditing Practice Statement Audit of Pro Forma Financial Information (IDW AuPS99601) (IDW Pruumlfungshinweis Pruumlfung von Pro-Forma-Finanzinformationen (IDW PH 99601))promulgated by the Institut der Wirtschaftspruumlfer in Deutschland e V (Institute of Public Auditors inGermany) (IDW) The Unaudited Pro Forma Financial Information has not been prepared in accordance withRegulation S-X under the Securities Exchange Act of 1934 and the auditing standards generally accepted in theUnited States and accordingly should not be relied upon as if it had been carried out in accordance with thosestandards or any other standards besides the standards mentioned above

29

26 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro FormaBasis

Throughout this Prospectus the Group presents financial measures ratios and adjustments that are notrequired by or presented in accordance with IFRS German GAAP or any other generally accepted accountingprinciples on a combined basis (ldquoNon-IFRS Measuresrdquo) and on a pro forma basis (ldquoAlternative PerformanceMeasuresrdquo) These include Adjusted EBITDA Adjusted EBITDAaL Adjusted EBITDAaL marginAggregated Adjusted EBITDAaL Recurring Operating Free Cash Flow Recurring Free Cash Flow FreeCash Flow Cash Conversion Net Financial Debt and Net Financial Debt to Adjusted EBITDAaL as definedbelow

Definitions


Adjusted EBITDA Adjusted EBITDA is operating profit beforedepreciation on lease-related right of useassets depreciation amortization and gainslosses on disposal for fixed assets andexcluding impairment losses restructuringcosts arising from discrete restructuringplans other operating income and expenseand significant items that are not consideredby management to be reflective of theunderlying performance of the Group

Management uses AdjustedEBITDA to assess and comparethe underlying profitability of thecompany before charges relating tocapital investment capitalstructure tax and leases Themeasure is used as a referencepoint for cross-industry valuation

Adjusted EBITDAaL Adjusted EBITDAaL is Adjusted EBITDAless recharged capital expenditure revenue andafter depreciation on lease-related right of useassets and deduction of interest on leaseliabilities Recharged capital expenditurerevenue represents direct recharges toVodafone of capital expenditure inconnection with upgrades to existing Sites

Management uses AdjustedEBITDAaL as a measure ofunderlying profitability to supportthe capital investment and capitalstructure of the Company after thecost of leases which represent asignificant cost for Vantage Towersand its peers The measure is alsoused as a reference point forvaluation purposes across thebroader telecommunication sector

Adjusted EBITDAaLmargin

Adjusted EBITDAaL margin is AdjustedEBITDAaL divided by revenue excludingrecharged capital expenditure revenue

Management uses AdjustedEBITDAaL margin as a keymeasure of Vantage Towersrsquoprofitability and as a means totrack the efficiency of thebusiness

Aggregated AdjustedEBITDAaL

Aggregated Adjusted EBITDAaL is AdjustedEBITDAaL for the operations in whichVantage Towers has a controlling interestplus Vantage Towersrsquo ownership share of theAdjusted EBITDAaL of INWIT andCornerstone

Management uses AggregatedAdjusted EBITDAaL as ameasure of the total underlyingprofitability of Vantage Towersincluding its co-controlled jointventures after the cost of leaseswhich are a significant cost forVantage Towers and its peers

Recurring OperatingFree Cash Flow

Recurring Operating Free Cash Flow isAdjusted EBITDAaL plus depreciation onlease-related right of use assets and intereston lease liabilities less cash lease costs andmaintenance capital expenditure On a proforma basis cash lease costs are calculatedbased on the sum of depreciation on lease-related right of use assets and interest on leaseliabilities that were incurred by the Groupexcluding the effects from lease reassessmentof the IFRS 16 lease liability and right of use

Management uses RecurringOperating Free Cash Flow as ameasure of the underlyingcashflow available to support thecapital investment and capitalstructure of the Company

30


asset on the sum of the associated depreciationon lease-related right of use assets and intereston lease liabilities which have a non-cashimpact in the respective period Maintenancecapital expenditure is defined as capitalexpenditure required to maintain andcontinue the operation of the existing towernetwork and other Passive Infrastructureexcluding capital investment in new Sites orgrowth initiatives (ldquomaintenance capitalexpenditurerdquo)

Recurring Free CashFlow

Recurring Free Cash Flow is RecurringOperating Free Cash Flow less tax paid andinterest paid and adjusted for changes inoperating working capital

Management uses Recurring FreeCash Flow to assess and comparethe underlying cash flow availableto shareholders which could bedistributed or reinvested inVantage Towers for growth

Free Cash Flow Free Cash Flow is Recurring Free Cash Flowless growth and other capital expenditureincluding ground lease optimization anddividends paid to non-controllingshareholders in subsidiaries plus rechargedcapital expenditure receipts from Vodafonegainslosses for disposal of fixed assets anddividends received from joint ventures andadjusted for changes in non-operating workingcapital and one-off and other items One-offand other items comprise impairment lossesrestructuring costs arising from discreterestructuring plans and other operatingincome and expense and significant itemsthat are not considered by management to bereflective of the underlying performance of theGroup These items are not a recognized termunder IFRS One-off and other items aresubject to certain discretion in the allocationof various income and expenses and theapplication of discretion may differ fromcompany to company One-off and otheritems might also include expenses that willrecur in future accounting periods

Management uses Free Cash Flowas a measure of the underlyingcash flow of Vantage Towers tosupport future capital investmentand the capital structure of theCompany as well as distributionsto shareholders

Cash Conversion Cash Conversion is defined as RecurringOperating Free Cash Flow divided byAdjusted EBITDAaL

Management uses CashConversion to assess and comparethe capital intensity and efficiencyof Vantage Towers

Net Financial Debt Net Financial Debt is defined as long-termborrowings short-term borrowingsborrowings from Vodafone Group companiesand mark-to-market adjustments less cash andcash equivalents and short-term investmentsand excluding lease liabilities

Management uses Net FinancialDebt to assess the capitalstructure of Vantage Towerswithout including the impact oflease liabilities which typicallyhave different types of rights tofinancial debt and can be impactedby the Companyrsquos accountingpolicies

Net Financial Debt toAdjusted EBITDAaL

Net Financial Debt to Adjusted EBITDAaL isNet Financial Debt divided by AdjustedEBITDAaL for a rolling 12-month period

Management uses Net FinancialDebt to Adjusted EBITDAaL toassess the indebtedness of VantageTowers

31

These Non-IFRS Measures on a combined basis and Alternative Performance Measures on a pro formabasis should not be considered as an alternative to the historical financial results or other indicators of theGrouprsquos performance based on IFRS measures They should not be considered as alternatives to earnings aftertax or net profit as indicators of the Grouprsquos performance or profitability or as alternatives to cash flows fromoperating investing or financing activities as an indicator of the Grouprsquos liquidity The Non-IFRS Measures ona combined basis and Alternative Performance Measures on a pro forma basis as defined by the Group maynot be comparable to similarly titled measures as presented by other companies due to differences in the waythe Grouprsquos Non-IFRS Measures on a combined basis and Alternative Performance Measures on a pro formabasis are calculated Even though the Non-IFRS Measures on a combined basis and Alternative PerformanceMeasures on a pro forma basis are used by management to assess ongoing operating performance and liquidityand these types of measures are commonly used by investors they have important limitations as analyticaltools and they should not be considered in isolation or as substitutes for analysis of the Grouprsquos results or cashflows as reported under IFRS

See ldquo11 Non-IFRS Measures on a Combined Basisrdquo and ldquo12 Alternative Performance Measures on a ProForma Basisrdquo for a reconciliation of such Non-IFRS Measures on a combined basis and AlternativePerformance Measures on a pro forma basis respectively to the nearest IFRS measure found in the Grouprsquosfinancial statements and where applicable the method of their calculations

27 INWIT Public Disclosure

Prospective investors should only rely on the information that is provided in this Prospectus As a publiccompany with shares listed on the Milan Stock Exchange INWIT is required to disclose certain information onan ongoing andor periodic basis regarding its business management results of operations financial conditionand risks All information with respect to INWIT in this Prospectus is derived from publicly availableinformation In the case of the INWIT financial information included in the adjustments to the Unaudited ProForma Financial Information the information has been adjusted for a purchase price allocation exerciseperformed in accordance with IFRS 3 This information includes financial information and guidance that hasbeen directly extracted or derived from INWITrsquos public disclosures This financial information includes certainmeasures not defined by IFRS which may be calculated on a different basis from similarly titled measuresused by the Company in this Prospectus

28 Cornerstone Financial Information

This Prospectus includes certain financial information for Cornerstone for the twelve months endedMarch 31 2020 and for the nine months ended December 31 2020 (the ldquoCornerstone FinancialInformationrdquo) The Cornerstone Financial Information has been extracted from Cornerstonersquos accountingrecords and adjusted on a pro forma basis for the signing of revised MSAs with Vodafone UK and TelefoacutenicaUK and accounting policy alignment with the Group For more information on the Cornerstone FinancialInformation see ldquo10 Unaudited Pro Forma Financial Informationrdquo Cornerstone also presents certainAlternative Performance Measures on a pro forma basis being Adjusted EBITDAaL and Recurring Free CashFlow that are defined and calculated in line with Adjusted EBITDAaL and Recurring Free Cash Flow aspresented by Vantage Towers and derived from the Cornerstone Financial Information presented in theUnaudited Pro Forma Financial Information

29 Negative Numbers and Rounding

Unless otherwise indicated financial information presented in the text and tables in this Prospectus isshown in millions of Euros (EUR) rounded to a whole number Percentage changes and ratios as well assubtotals and totals in the text and tables of this Prospectus are calculated based on the respective unroundedunderlying numbers and then rounded to a whole percentage Financial information presented in parenthesesdenotes the negative of such number presented In respect of financial information set out in this Prospectus adash (ldquomdashrdquo) signifies that the relevant figure is not available while a zero (ldquo0rdquo) or nil signifies that the relevantfigure is available but has been rounded to or equals zero

210 Note on Currency

The amounts set forth in this Prospectus in ldquoEURrdquo refer to the single currency of the participating memberstates in the third stage of the European Economic Union pursuant to the Treaty Establishing the EuropeanCommunity The amounts in ldquoGBPrdquo refer to the legal currency of the United Kingdom of Great Britain andNorthern Ireland The Grouprsquos principal functional currency is the Euro and the Combined FinancialStatements have been prepared in Euros

32

211 Sources of Market Data

To the extent not otherwise indicated the information contained in this Prospectus on the marketenvironment market developments market and economic growth rates market trends and competition in themarkets in which the Group operates are based on the Companyrsquos assessments and estimates Theseassessments are in turn based in part on publicly available sources including but not limited to third-partystudies or estimates that are also primarily based on data or figures from publicly available sources They arealso based in part on privately commissioned reports

The following sources were used in the preparation of this Prospectus

bull certain privately commissioned country reports prepared by Analysys Mason on the Czech RepublicGermany Greece Hungary Ireland Portugal Romania and Spain dated 2020 and on the UnitedKingdom dated 2019 along with data from the Analysys Mason Datahub dated 2020 (ldquoAnalysysMasonrdquo)

bull a report prepared by TowerXchange titled ldquoTowerXchange Issue 29rdquo dated July 2020(ldquoTowerXchange Report 2020rdquo)

bull a report prepared by TowerXchange titled ldquoTowerXchange Europe report 2019rdquo dated 2019(ldquoTowerXchange Europe Report 2019rdquo)

bull a description of the BOS Public Safety Digital Radio Network from the Federal Agency for PublicSafety and Radio Federal Republic of Germany available athttpswwwbdbosbunddeENDigitalradiodigital_radio_nodehtml (ldquoFederal Agency for PublicSafety and Radio Reportrdquo)

bull an article prepared by the GSM Association titled ldquoCOVID-19 Network Traffic Surge Isnrsquot ImpactingEnvironment Confirm Telecom Operatorsrdquo dated May 29 2020 (ldquoGSMA 2020rdquo)

bull a report prepared by the GSM Association titled ldquoThe Enablement Effect The impact of mobilecommunications on carbon emission reductionsrdquo dated December 2019 (ldquoGSMA 2019rdquo)

bull a report prepared by Ericsson titled ldquoEricsson Mobility Reportrdquo dated 2020 available athttpswwwericssoncomenmobility-report (ldquoEricsson Mobility Reportrdquo)

bull a report prepared by Omdia titled ldquoOvum Mobile Backhaul and Fronthaul Forecast 2019ndash24rdquo datedNovember 2019 (ldquoOmdia 2019-2024 Forecastrdquo)

bull certain mobile subscriber data prepared by Omdia dated October 2020 (ldquoOmdia MobileSubscribersrdquo)

bull certain mobile penetration data prepared by Omdia dated October 2020 (ldquoOmdia MobilePenetrationrdquo)

bull the half-year results of 1amp1 Drillisch for the period ended June 30 2020 available athttpswww1und1-drillischdeinvestor-relations-en

bull the quarterly results of Cellnex for the period ended September 30 2020 available athttpswwwcellnextelecomcomeninvestor-relationsquarterly-results (ldquoCellnex Q3 2020rdquo)

bull the quarterly results of INWIT for the periods ended March 31 2020 and September 30 2020 eachavailable at httpswwwinwititeninvestors

bull the results of Cornerstone for the 12 months ended March 31 2020 and the nine months endedDecember 31 2020 and

bull certain mobile subscriber data prepared by Fitch Solutions dated January 2021 (ldquoFitch Solutionsrdquo)

Market positioning data is based on the Companyrsquos own assessment and is referred to as ldquoCompanyMarket Position Assessmentrdquo throughout this Prospectus This Company Market Position Assessment isderived from the Companyrsquos analysis of a number of publicly available sources such as the TowerXchangeReport 2020 and the public filings of other tower companies along with broker reports that have been analyzedby the Company in order to make a determination as to the Grouprsquos market position in each of the countries inwhich it operates The Companyrsquos market position analysis is based upon the number of Macro Sites theGroup INWIT or Cornerstone owns or operates in each of its markets and on what it believes to be comparabledata and necessary adjustments for the other tower companies it has analyzed The Grouprsquos estimated marketposition in Spain is based on the number of Macro Sites excluding broadcasting and radio Sites for its

33

competitor Cellnex The Companyrsquos market position analysis excludes Micro Sites (being distributed antennasystems (ldquoDASrdquo) Sites repeater Sites and small cell Sites (ldquoMicro Sitesrdquo)) and transmission Sites which areSites designed to aggregate backhaul traffic Small cell Sites are low-powered radio access nodes typically usedto complement macro cells in areas of high traffic concentration which have smaller cell radii than macro cells(ldquoSmall Cellsrdquo)

This Prospectus also contains estimates of market data and information derived from these estimates thatare generally not available from publications issued by market research firms or from any other independentsources This information is based on the Grouprsquos own analysis and adjustment or supplementation wherenecessary of a combination of publicly available and non-public data including some of which wasindependently commissioned (such analysis the ldquoCompany Internal Analysisrdquo) and as such may differ fromthe estimates made by its competitors or from data collected in the future by various market research firms orother independent sources To the extent the Group derived or summarized the market information contained inthis Prospectus from a number of different studies an individual study is not cited unless the respectiveinformation can be taken from it directly

Third-party sources generally state that the information they contain originates from sources assumed to bereliable but that the accuracy and completeness of such information is not guaranteed and that the calculationscontinued therein are based on assumptions

Irrespective of the assumption of responsibility for the content of this prospectus by the Company and theUnderwriters (see ldquo21 Responsibility for the Contents of this Prospectusrdquo) neither the Company nor theUnderwriters have independently verified the market data and other information on which third parties havebased their studies or the external sources on which the Companyrsquos own estimates are based or make anyrepresentation or give any warranty as to the accuracy or completeness of such information The informationfrom third-party sources that is cited here has been reproduced accurately As far as the Company is aware andis able to ascertain from information published by such third parties no facts have been omitted that wouldrender the reproduced information included in this Prospectus inaccurate or misleading Investors shouldnevertheless consider this information carefully

212 Documents Available for Inspection

For the period during which this Prospectus is valid the following documents or copies thereof will beavailable for inspection on the Companyrsquos website at wwwvantagetowerscom under the sectionwwwvantagetowerscominvestorsipo

bull the Companyrsquos Articles of Association

bull the unaudited condensed combined interim financial statements of the Group prepared in accordancewith IFRS on interim financial reporting (IAS 34) as of and for the three months ended December 312020

bull the audited condensed combined interim financial statements of the Group prepared in accordancewith IFRS on interim financial reporting (IAS 34) as of and for the six months ended September 302020

bull the audited unconsolidated (separate) financial statements of the Company prepared in accordancewith German GAAP pursuant to the HGB as of and for the short financial year ended March 312020

bull the audited unconsolidated financial statements of the Company prepared in accordance with IFRS asof and for the twelve months ended March 31 2020

bull the audited unconsolidated financial statements of the Company prepared in accordance with IFRS asof March 31 2019 and for the period from February 28 2019 to March 31 2019 and

bull the pro forma consolidated income statement of the Group for the twelve months ended March 312020 pro forma consolidated income statement of the Group for the nine months endedDecember 31 2020 and pro forma consolidated statement of financial position of the Group as ofDecember 31 2020 together with the accompanying notes thereto prepared on the basis of the IDWAccounting Practice Statement Preparation of the Pro Forma Financial Information (IDW AcPSAAB 1004) (IDW Rechnungslegungshinweis Erstellung von Pro Forma Finanzinformationen (IDWRH HFA 1004)) as promulgated by the Institute of Public Auditors in Germany (IDW Institut derWirtschaftspruumlfer in Deutschland e V)

34

The future annual consolidated financial statements and half-year interim consolidated financial statementsof the Group as well as annual unconsolidated financial statements of the Company will also be made availableon the Companyrsquos website after the commencement of trading of the Companyrsquos shares on the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) The Companyrsquos future annual consolidated and annualunconsolidated financial statements will also be published in the German Federal Gazette (Bundesanzeiger)

Information on the Companyrsquos website at wwwvantagetowerscom and on the websites of any of itsaffiliates and information accessible via these websites is neither part of nor incorporated by reference intothis Prospectus

213 Time Specifications

References to ldquoCETrdquo in this Prospectus refer to Central European Time or Central European Summertimeas the case may be References to time in this Prospectus refer to CET unless stated otherwise

214 Enforcement of Civil Liabilities

The Company is a stock corporation (Aktiengesellschaft) governed by German law and all of its assets arelocated outside the United States In addition the members of the Management Board and the SupervisoryBoard are non-residents of the United States and substantially all of their assets are located outside the UnitedStates

As a result it may not be possible for investors to effect service of process within the United States uponthe Company or such persons or to enforce against them or the Company judgments of courts of the UnitedStates whether or not predicated upon the civil liability provisions of the federal securities laws of the UnitedStates or other laws of the United States or any state thereof The United States and Germany do not currentlyhave a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercialmatters Therefore a final judgment for payment of money rendered by a federal or state court in the UnitedStates based on civil liability whether or not predicated solely upon United Statesrsquo federal securities laws maynot be enforceable either in whole or in part in Germany Furthermore mandatory provisions of German lawmay apply regardless of any other law that would otherwise apply

However if the party in whose favor such final judgment is rendered brings a new suit in a competentcourt in Germany such party may submit to the German court the final judgment rendered in the United StatesUnder such circumstances a judgment by a federal or state court of the United States against the Company orsuch persons will be regarded by a German court only as evidence of the outcome of the dispute to which suchjudgment relates and a German court may choose to rehear the dispute In addition awards of punitivedamages in actions brought in the United States or elsewhere may be unenforceable in Germany

35

3 REORGANIZATION

Prior to the Reorganization the businesses that comprised the Towers Business were part of the operatingentities of the Vodafone Group in their respective markets and the Vodafone Group held its equity investmentsin INWIT (ie Infrastrutture Wireless Italiane SpA) and Cornerstone (ie Cornerstone TelecommunicationsInfrastructure Limited) through VEBV (ie Vodafone Europe BV) and Vodafone UK (ie Vodafone Limited)respectively The structure chart below shows the simplified structure of the Vodafone Group as it related to theTowers Business and Vodafonersquos equity investments in INWIT and Cornerstone prior to the Reorganization

VodafoneGermany INWIT

VodafonePortugal

VodafoneRomania

VodafoneCzech

Republic

VodafoneHungary

VodafoneIreland

VodafoneGreece

Cornerstone VI2 VEBV

VodafoneUK

VodafoneInvestments

VG Plc

VodafoneSpain Victus

50

10 90 9999

50

VHESL

100 100 100 100 100 9987

100

100 100

100 100

332

LegendDefined Term Full Name Country of Incorporation


England and Wales

INWIT Infrastrutture Wireless Italiane SpA ItalyVEBV Vodafone Europe BV NetherlandsVG Plc Vodafone Group Plc England and WalesVHESL Vodafone Holdings Europe SLU SpainVictus Victus Networks SA GreeceVI2 Vodafone International 2 Limited Jersey (England and Wales

resident for tax purposes)Vodafone Czech Republic Vodafone Czech Republic AS Czech RepublicVodafone Germany Vodafone GmbH GermanyVodafone Greece Vodafone Panafon Hellenic

Telecommunications Company SAGreece

Vodafone Hungary Vodafone Magyarorszaacuteg zrt HungaryVodafone Investments Vodafone Investments Luxembourg

SAgraveRLLuxembourg

Vodafone Ireland Vodafone Ireland Limited IrelandVodafone Portugal Vodafone Portugal Comunicaccediloes

pessoais SAPortugal

Vodafone Romania Vodafone Romania SA RomaniaVodafone Spain Vodafone Espantildea SAU SpainVodafone UK Vodafone Limited England and Wales

36

To achieve a complete legal separation of the Towers Business from the other parts of the Vodafone Groupand to enable a listing of the Company certain key steps were implemented which are described in this sectionAs a result of this Reorganization the Company (i) assumed the German partial operational unit towersbusiness (Teilbetrieb Tower) (the ldquoGerman Towers Businessrdquo) from Vodafone Germany by way of a hive-down by absorption (Ausgliederung zur Aufnahme) as well as further assets by way of a downstream spin-offby absorption (Abspaltung zur Aufnahme) (see ldquo31 German Reorganizationrdquo) and (ii) indirectly acquired thebusinesses forming the Towers Business in Spain Ireland Portugal the Czech Republic Hungary and Romaniaas well as the shareholding in INWIT by way of an acquisition of the shares in CTHC an intermediate holdingcompany under which these businesses were consolidated as part of the Reorganization Subsequently and aspart of the Reorganization CTHC acquired ownership of a 62 shareholding in Vantage Towers Greece and a50 shareholding in Cornerstone These Reorganization steps were implemented at a time when the Companyhad the legal form of a German limited liability company (Gesellschaft mit beschraumlnkter Haftung) prior to thechange of the legal form to a German stock corporation (Aktiengesellschaft) (see ldquo33 Change of the LegalForm of the Companyrdquo) With legal effect as of January 26 2021 the Company changed its legal form to aGerman stock corporation (Aktiengesellschaft) The structure chart below illustrates the simplified structure ofthe Vantage Towers Group resulting from the Reorganization at the date of this Prospectus

Vantage TowersSpain






VG Plc

VodafoneInvestments

VEBV

VI2

VodafoneGermany

Company

CTHC


9010

INWIT

50




9987

62(3)332

100

100

100

100

100(2)

100 100 100 100 100 100

100

100

() Significant subsidiaries

Notes

(1) Vantage Towers Czech Republic 2 will transfer to the Group during phase 2 of the legal separation of Vodafonersquos towers business inthe Czech Republic For more information see ldquo3214 Czech Republicrdquo

(2) The Company owns 100 of the ordinary shares in CTHC VEBV holds one special share in CTHC For more informationsee ldquo322 Consolidation under CTHC and Issuance of a Special Share in CTHCrdquo

(3) CTHC will acquire the remaining 38 of Vantage Towers Greece after an option to purchase it was triggered by the Companyrsquospublication of its ldquoIntention to Floatrdquo announcement on February 24 2021 The acquisition is expected to complete seven calendardays after Admission See ldquo34 Acquisition of the Remaining 38 of Vantage Towers Greece by CTHCrdquo for more details

Legend


Company Vantage Towers AG (formerly VantageTowers GmbH)

Germany


England and Wales

CTHC Central Tower Holding Company BV Netherlands

37


INWIT Infrastrutture Wireless Italiane SpA Italy

Vantage Towers CzechRepublic Vantage Towers sro Czech Republic

Vantage Towers CzechRepublic 2 Vantage Towers 2 sro Czech Republic

Vantage Towers Greece Vantage Towers SA Greece

Vantage Towers Hungary Vantage Towers Zrt Hungary

Vantage Towers Ireland Vantage Towers Limited Ireland

Vantage Towers Portugal Vodafone Towers Portugal SA Portugal

Vantage Towers Romania Vantage Towers SRL Romania

Vantage Towers Spain Vantage Towers SL Spain

VEBV Vodafone Europe BV Netherlands

VG Plc Vodafone Group Plc England and Wales

VI2 Vodafone International 2 Limited Jersey (UK resident for taxpurposes)

Vodafone Germany Vodafone GmbH Germany

Vodafone Greek TowerCo Vodafone Greece Towers SA Greece

Vodafone Investments Vodafone Investments Luxembourg Sagraverl Luxembourg

Wind Hellas GreekTowerCo Crystal Almond Towers Single

Member SAGreece

31 German Reorganization

On December 2 2019 Vodafone Germany acquired 100 of the shares in the Company which wasincorporated as a German limited liability company (Gesellschaft mit beschraumlnkter Haftung) at that time froma shelf company provider

Vodafone Germany then transferred the German Towers Business (Teilbetrieb Tower) to the Company byway of a hive-down by absorption (Ausgliederung zur Aufnahme) within the meaning of sec 123 para 3 ndeg1 ofthe German Transformation Act (Umwandlungsgesetz) (the ldquoGerman Hive-Downrdquo) The German Hive-Downbecame legally effective on May 25 2020 upon registration with the commercial register (Handelsregister) ofVodafone Germany and the Company automatically acquired all of the assets and liabilities under the GermanHive-Down belonging to the German Towers Business by way of partial universal succession (partielleUniversalsukzession) in exchange for new shares in the Company being issued to Vodafone Germany(see ldquo212 Development of the Share Capitalrdquo for more information)

The Company changed its legal name from Vodafone Towers Germany GmbH to Vantage Towers GmbHwith legal effect as of July 16 2020

On September 28 2020 Vodafone Germany and the Company concluded a downstream spin-off andtransfer agreement (Abspaltungs- und Uumlbernahmevertrag) pursuant to which 390 non-enterprise DAS Sitestogether with a number of easements were transferred to the Company by way of a spin-off by absorption(Abspaltung zur Aufnahme) within the meaning of sec 123 para 2 ndeg1 of the German Transformation Act(Umwandlungsgesetz) whereby the shareholders of Vodafone Germany waived their right to receive shares inthe Company The downstream spin-off became legally effective upon its registration with the commercialregister (Handelsregister) of Vodafone Germany on October 13 2020

On December 7 2020 Vodafone Germany and the Company concluded an upstream spin-off and transferagreement (Abspaltungs- und Uumlbernahmevertrag) pursuant to which 545 Sites were transferred from theCompany to Vodafone Germany by way of a spin-off by absorption (Abspaltung zur Aufnahme) within themeaning of sec 123 para 2 ndeg1 of the German Transformation Act (Umwandlungsgesetz) whereby theshareholders of Vodafone Germany waived their right to receive shares in the Company The upstream spin-off

38

became legally effective upon its registration with the commercial register (Handelsregister) of the Companyon December 17 2020

32 The Acquisition of the Towers Business (Other than the German Towers Business) by theCompany from VEBV

The indirect acquisition of the businesses forming the Towers Business in Spain Ireland Portugal theCzech Republic Hungary and Romania the 332 shareholding in INWIT the 62 shareholding in VantageTowers Greece and the 50 shareholding in Cornerstone by the Company was carried out through thefollowing key steps

bull preparatory steps pursuant to which the Towers Business in each of Spain Ireland Portugal theCzech Republic Hungary and Romania was separated from the local operating entity of theVodafone Group and in Greece Vantage Towers Greece was formed

bull the consolidation of the newly separated entities (other than the 62 shareholding in VantageTowers Greece) and the 332 shareholding in INWIT under CTHC the new intermediate holdingcompany

bull the acquisition of all ordinary shares in CTHC by the Company from VEBV following thecapitalization of the Company and

bull the subsequent acquisitions of the 62 shareholding in Vantage Towers Greece and the 50shareholding in Cornerstone by CTHC (following its transfer from VEBV to the Company)

321 Separation from the Local Vodafone Group Entities

3211 Spain

Vodafone Espantildea SAU (ldquoVodafone Spainrdquo) transferred its towers business to Vantage Towers SL(formerly Vodafone Towers Spain SL) (ldquoVantage Towers Spainrdquo) by way of a partial spin-off (escisioacutenparcial) executed by operation of law (sucesioacuten universal) with effect from March 18 2020

The demerger was effected by way of a transfer of the assets and liabilities of Vodafone Spain that formedits towers business to Vantage Towers Spain in exchange for the sole shareholder of Vodafone Spain VodafoneHoldings Europe SL (ldquoVHESLrdquo) receiving shares in Vantage Towers Spain at a premium to match the valueof the assets and liabilities transferred On September 25 2020 VHESL transferred 100 of its shares inVantage Towers Spain to VEBV

3212 Ireland

Vodafone Ireland Limited (ldquoVodafone Irelandrdquo) transferred its towers business to Vantage Towers Limited(formerly Vodafone Towers Ireland Limited) (ldquoVantage Towers Irelandrdquo) by way of a business transferagreement dated May 22 2020 with effect from June 1 2020 (the ldquoIrish Business Transferrdquo)

The Irish Business Transfer was effected by way of a transfer of the assets and liabilities that wereexclusively used or held for use in the operation or conduct of the towers business of Vodafone Ireland toVantage Towers Ireland in exchange for VEBV the shareholder of Vodafone Ireland receiving shares inVantage Towers Ireland at a premium to match the value of the assets being transferred Pursuant to the IrishBusiness Transfer and related steps VEBV became the sole shareholder of Vantage Towers Ireland

3213 Portugal

With effect from July 16 2020 Vodafone PortugalmdashComunicaccedilotildees Pessoais SA (ldquoVodafone Portugalrdquo)transferred its towers business to Vodafone Towers Portugal SA (ldquoVantage Towers Portugalrdquo) by way of asimple demerger

Pursuant to the demerger all shares in Vantage Towers Portugal were held by VEBV the sole shareholderof Vodafone Portugal

3214 Czech Republic

The legal separation of the towers business in the Czech Republic was structured in two phases becausethe ground lease agreements related to 1948 Sites used in connection with the Czech towers business containrestrictions on subletting to third parties (the ldquoCzech Consent Required Sitesrdquo)

39

On March 24 2020 VEBV incorporated Vantage Towers sro (formerly Vodafone Towers Czech Republic1 sro) (ldquoVantage Towers Czech Republicrdquo) and Vantage Towers 2 sro (formerly Vodafone Towers CzechRepublic 2 sro) (ldquoVantage Towers Czech Republic 2rdquo) as sister companies of Vodafone Czech Republic as(ldquoVodafone Czech Republicrdquo) in preparation for the following demergers


Under the phase 1 demerger 2145 Sites other than the Czech Consent Required Sites weretransferred to Vantage Towers Czech Republic by way of a spin-off demerger by acquisition(rozděleniacute odštěpeniacutem sloučeniacutem) with legal effect from September 1 2020

While Vodafone Czech Republic retained legal ownership of the Czech Consent Required Sites ittransferred the entire economic activity associated with and the right to exploit the Czech ConsentRequired Sites to Vantage Towers Czech Republic under the terms of a portfolio managementagreement (the ldquoCzech PMArdquo) see ldquo17161 Czech PMArdquo


The consents required in connection with the Czech Consent Required Sites are expected to beobtained by September 30 2022 Any Czech Consent Required Sites that do not receive landlordconsent may need to continue to be owned by Vodafone Czech Republic and may remain subjectto the Czech PMA

Under the phase 2 demerger Vodafone Czech Republic will transfer the Czech Consent RequiredSites to Vantage Towers Czech Republic 2 by way of a spin-off demerger by acquisition (rozděleniacuteodštěpeniacutem sloučeniacutem) on April 1 2023

Upon the completion of the phase 2 demerger and the transfer of Vantage Towers Czech Republic2 to CTHC Vantage Towers Czech Republic as the sole surviving company will merge withVantage Towers Czech Republic 2 as the dissolving company by way of a merger by acquisition(fuacuteze sloučeniacutem) on or shortly after April 2 2023

The commitment to undertake the two demergers was set out in a framework agreement entered into byVodafone Czech Republic Vantage Towers Czech Republic Vantage Towers Czech Republic 2 VEBV andCTHC on July 9 2020

3215 Hungary

On October 31 2020 Vodafone Magyarorszaacuteg Taacutevkoumlzleacutesi Zrt (ldquoVodafone Hungaryrdquo) transferred itsentire towers business (excluding four Sites that could not be transferred due to subletting restrictions and inrespect of which Vantage Towers Hungary will provide Vodafone Hungary with Passive Infrastructuremaintenance services) at net book value to Vantage Towers Zrt (formerly known as Vodafone MagyarorszaacutegToronyvaacutellalat Zrt) (ldquoVantage Towers Hungaryrdquo) by way of a demerger in the form of a division byseparation In accordance with applicable Hungarian laws Vantage Towers Hungary commenced its operationson November 1 2020 Following the demerger VEBV became Vantage Towers Hungaryrsquos sole shareholder

3216 Romania

The legal separation of the towers business in Romania was structured in two phases due to landregistration considerations 1260 Sites in Romania are ground based towers (ldquoGBTsrdquo) which are immovableassets under Romanian law that the Company believes must be registered with the local land registry beforethey are capable of being legally transferred to a third party 1257 GBTs including 15 GBTs underconstruction relating to the Romanian towers business remained unregistered as of May 31 2020 (the balancesheet cut-off date) (the ldquoRomania Registration Required Assetsrdquo and the Sites where those assets arepresent together the ldquoRomania Registration Required Sitesrdquo)

On March 27 2020 VEBV and Vodafone International Holdings BV (ldquoVIHBVrdquo) incorporated VodafoneTowers Romania SRL (ldquoVantage Towers Romaniardquo) as a sister company of Vodafone Romania in preparationfor the following demergers


Under the phase 1 demerger all Sites in Romania other than the Romania Registration RequiredSites were transferred to Vantage Towers Romania by way of a demerger in the form of a spin-offwith legal effect from November 13 2020 and VEBV and VIHBV as shareholders of Vodafone

40

Romania were issued new shares in Vantage Towers Romania pro rata to their respectiveshareholdings in Vodafone Romania

While Vodafone Romania retained the Romania Registration Required Sites it transferred theentire economic activity associated with and the right to exploit the Romania RegistrationRequired Sites to Vantage Towers Romania under the terms of the demerger and a portfoliomanagement agreement (ldquoRomanian PMArdquo) see ldquo17162 Romanian PMArdquo


Under the phase 2 demerger Vantage Towers Romania will on behalf of Vodafone Romania usereasonable endeavors to register the Romania Registration Required Assets with the local landregistry by August 30 2022 and transfer those assets and the associated Sites to Vantage TowersRomania by way of a demerger in the form of a spin-off with effect from February 1 2023 VEBVand VIHBV as shareholders of Vodafone Romania will be issued new shares in Vantage TowersRomania pro rata to their respective shareholdings in Vodafone Romania which will besubsequently transferred to CTHC

The commitment to undertake the two demergers was set out in a framework agreement entered into byVodafone Romania Vantage Towers Romania VEBV VIHBV and CTHC on July 15 2020

3217 Greece

On July 24 2020 VEBV entered into an agreement with Crystal Almond Sagraverl (ldquoCrystal Almondrdquo) thecontrolling shareholder of Wind Hellas (ie Wind Hellas Telecommunications SA) for Vodafone Greece andWind Hellas to partially demerge and subsequently contribute their towers businesses into Vantage TowersGreece a jointly owned entity controlled by VEBV

Vodafone Greece (ie Vodafone-Panafon Hellenic Telecommunications Company SA) transferred itsPassive Infrastructure business to Vodafone Greece Towers SA (ldquoVodafone Greek TowerCordquo) by way of anotarial deed dated November 6 2020 with legal effect from November 17 2020 In exchange for the transferof the assets and liabilities of Vodafone Greece to Vodafone Greek TowerCo Vodafone Greecersquos shareholdersreceived a pro rata issuance of shares in Vodafone Greek TowerCo Wind Hellas transferred its PassiveInfrastructure business to Crystal Almond Towers Single Member SA (ldquoWind Hellas Greek TowerCordquo) byway of a notarial deed dated November 6 2020 with legal effect from November 17 2020 In exchange for thetransfer of assets and liabilities of Wind Hellas to Wind Hellas Greek TowerCo Crystal Almond was issued allof the shares in Wind Hellas Greek TowerCo

322 Consolidation under CTHC and Issuance of a Special Share in CTHC

On April 24 2020 CTHC was incorporated as a wholly owned subsidiary of VEBV under the laws of theNetherlands

On November 19 2020

bull VEBV undertook a cash contribution and a contribution in kind of its shares in Vantage TowersSpain Vantage Towers Ireland Vantage Towers Portugal Vantage Towers Czech RepublicVantage Towers Hungary Vantage Towers Romania and its equity investment in INWIT to CTHCin exchange for the issue of shares by CTHC to VEBV and

bull VIHBV transferred all of its shares in Vantage Towers Romania to CTHC

On November 19 2020 CTHC issued the Special Share (ie a new class of share with special rights) toVEBV in return for EUR 1 The Special Share provides VEBV with a veto right over (i) the transfer by CTHCof one or more shares in any subsidiary of CTHC or in INWIT or Cornerstone and (ii) the nomination of anydirector to be appointed by CTHC to the boards of directors of INWIT or Cornerstone

323 Acquisition of CTHC by the Company

On December 17 2020 following the capitalization of the Company the Company and VEBV enteredinto a notarial deed pursuant to which the Company acquired 100 of the ordinary shares in CTHC fromVEBV with immediate effect

41

324 Acquisition of 62 of Vantage Towers Greece by CTHC

On December 18 2020 Vantage Towers Greece was incorporated On December 21 2020 VEBV andCrystal Almond contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCorespectively to Vantage Towers Greece Following the contributions VEBV and Crystal Almond were issued62 and 38 shareholdings in Vantage Towers Greece respectively

On December 22 2020 VEBV transferred its shares in Vantage Towers Greece to CTHC and VEBVCTHC Vantage Towers Greece and Crystal Almond entered into a deed of novation pursuant to which VEBVassigned to CTHC a call option (the ldquoVantage Towers Greece Call Optionrdquo) to acquire the remaining 38 ofVantage Towers Greece from Crystal Almond for EUR 287500000 in cash expiring on December 31 2021(with the price increasing by 5 if the Vantage Towers Greece Call Option has not completed by July 1 2021)

Vodafone Greece and Wind Hellas each own 50 of Victus Networks SA (ldquoVictusrdquo) a joint venture toshare radio-access network infrastructure VEBV and Crystal Almond have each undertaken to procure thatVictus transfers its Passive Infrastructure business to Vantage Towers Greece following the completion of theVantage Towers Greece Call Option

325 Acquisition of Cornerstone by CTHC

On January 14 2021 CTHC acquired Vodafone UKrsquos 50 shareholding in Cornerstone by way of a sharepurchase agreement dated January 6 2021 Registration of the transfer of the legal title in the Cornerstoneshares to CTHC will take effect following the stamping of the stock transfer form by the tax authorities in theUnited Kingdom which the Company expects to take place shortly

33 Change of the Legal Form of the Company


34 Acquisition of the Remaining 38 of Vantage Towers Greece by CTHC

The Vantage Towers Greece Call Option was triggered by the publication of the ldquoIntention to Floatrdquoannouncement in respect of Vantage Towers on February 24 2021 CTHC is expected to acquire the remaining38 of Vantage Towers Greece seven calendar days after Admission

42

4 THE OFFERING

41 Subject Matter of the Offering

The Offering of 124444444 ordinary registered shares of the Company with no par value (Namensaktienohne Nennbetrag) each such share representing a notional value of EUR 100 in the Companyrsquos share capitaland with full dividend rights in Euros as of April 1 2020 consists of

bull 88888889 Base Shares

bull 22222222 Additional Base Shares with the number of shares to be actually placed with investorssubject to the exercise of the Upsize Option upon the decision of the Existing Shareholder inagreement with the Joint Global Coordinators on the date of pricing and

bull 13333333 Over-Allotment Shares

The Existing Shareholder aims to achieve targeted minimum gross proceeds of approximately EUR 2000million and targeted maximum gross proceeds of approximately EUR 2800 million from the Offering TheExisting Shareholder will reduce the final number of shares placed in the Offering if the Offer Price exceedsthe low end of the Price Range


The Offering consists of an initial public offering in Germany and private placements in certainjurisdictions outside Germany In the United States the Offer Shares will only be offered and sold to qualifiedinstitutional buyers (ldquoQIBsrdquo) as defined in Rule 144A (ldquoRule 144Ardquo) under the United States Securities Act of1933 (the ldquoSecurities Actrdquo) in transactions exempt from the registration requirements of the Securities ActOutside the United States the Offer Shares will only be offered and sold in offshore transactions in compliancewith Regulation S under the Securities Act (ldquoRegulation Srdquo)

The Offer Shares have not been and will not be registered under the Securities Act or the securities lawsof any other jurisdiction of the United States and may not be offered sold or otherwise transferred to or withinthe United States except pursuant to an exemption from or in a transaction not subject to the registrationrequirements of the Securities Act and in compliance with any applicable securities laws of any state or otherjurisdiction in the United States

Immediately prior to the Offering all of the Companyrsquos share capital was held by the ExistingShareholder Following the completion of the Offering and assuming full placement of the Offer Shares and fullexercise of the Upsize Option and the Greenshoe Option (see ldquo411 Stabilization Measures Over-Allotmentsand Greenshoe Optionrdquo) and assuming an Offer Price at the low end of the Price Range of EUR 2250 theExisting Shareholder will continue to hold 7540 of the Companyrsquos share capital

The Existing Shareholder will receive the proceeds from the sale of the Offer Shares The Company willnot receive any proceeds from the sale of the Offer Shares

BofA Securities Morgan Stanley and UBS are acting as Joint Global Coordinators Barclays BankIreland Plc Joh Berenberg Gossler amp Co KG BNP PARIBAS Deutsche Bank Aktiengesellschaft GoldmanSachs Bank Europe SE and Jefferies GmbH together with the Joint Global Coordinators are acting as JointBookrunners The Joint Global Coordinators and the Joint Bookrunners are acting together as the Underwriters

In making an investment decision each investor must rely on their own examination analysis and enquiryof the Company and the terms of the Offering including the merits and risks involved

None of the Company the Existing Shareholder or the Underwriters or any of the respective affiliates ismaking any representation to any offeree or purchaser of the Offer Shares regarding the legality of aninvestment in the Shares by such offeree or purchaser Each investor should consult with his or her ownadvisors as to the legal tax business financial and related aspects of a purchase of the Offer Shares

The investors also acknowledge that (i) they have not relied on the Underwriters or any person affiliatedwith the Underwriters in connection with any investigation of the accuracy of any information contained in thisProspectus or their investment decision and (ii) they have relied only on the information contained in thisdocument and (iii) that no person has been authorized to give any information or to make any representationconcerning the Company or its subsidiaries or the Offer Shares (other than as contained in this document) andif given or made any such other information or representation should not be relied upon as having beenauthorized by the Company the Existing Shareholder or the Underwriters

43

42 Price Range Offer Period Offer Price and Allotment and Payment

The Price Range for the Offering in which purchase orders may be placed is EUR 2250 to EUR 2900 perOffer Share (the ldquoPrice Rangerdquo)

The period during which investors may submit purchase orders for the Offer Shares is expected tocommence on March 9 2021 and to expire on March 17 2021 (the ldquoOffer Periodrdquo) Offers to purchase OfferShares may be submitted (i) until 1200 pm (noon) (CET) by private investors and (ii) until 200 pm (CET)by institutional investors on the last day of the Offer Period Price limits for purchase orders in Euros fromprivate investors must be expressed in full Euro amounts or increments of 25 50 or 75 cents

Subject to the publication of a supplement to this Prospectus if required the Existing Shareholder afterconsultation with the Joint Global Coordinators as representatives of the Underwriters reserves the right to(i) increase or decrease the total number of Offer Shares (ii) increase or decrease the upper limit andor thelower limit of the Price Range andor (iii) extend or shorten the Offer Period

Such changes will not invalidate any offers to purchase Offer Shares that have already been submitted Ifsuch change requires the publication of a supplement to this Prospectus investors who submitted purchaseorders before the supplement is published shall have the right pursuant to article 23 of the ProspectusRegulation to withdraw these offers to purchase within two working days of the publication of the supplementInstead of withdrawing their offers to purchase Offer Shares placed prior to the publication of the supplementinvestors may change their orders or place new limited or unlimited offers to purchase within two businessdays following the publication of the supplement

Any changes to the terms of the Offering will be published by means of electronic media (such as Reutersor Bloomberg) and if required by the provisions of the MAR or the German Securities Prospectus Act(Wertpapierprospektgesetz) as an ad hoc release via an electronic information dissemination system on theCompanyrsquos website at wwwvantagetowerscom under the section wwwvantagetowerscominvestorsipo and asa supplement to this Prospectus In such case investors who have submitted offers to purchase will not benotified individually Upon the occurrence or non-occurrence of certain customary events (see ldquo235Termination and Indemnificationrdquo) the Joint Global Coordinators on behalf of the Underwriters may terminatethe underwriting agreement entered into between the Company the Existing Shareholder and the Underwriterson March 8 2021 (the ldquoUnderwriting Agreementrdquo) even after commencement of trading (Aufnahme desHandels) of the Companyrsquos shares on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse) (see ldquo235 Termination and Indemnificationrdquo)

The Existing Shareholder after consultation with the Joint Global Coordinators as representatives of theUnderwriters will decide if and to what extent the Upsize Option is exercised depending on market demandand using the order book prepared during the bookbuilding process The Existing Shareholder may sell up to22222222 Additional Base Shares

The Existing Shareholder aims to achieve targeted minimum gross proceeds of approximatelyEUR 2000 million and targeted maximum gross proceeds of approximately EUR 2800 million from theOffering

If the final Offer Price is set at the mid-point or the high end of the Price Range the final number ofshares of the Company to be placed in the Offering may be significantly lower than at the low end of the PriceRange

In order to achieve the targeted minimum total gross proceeds of approximately EUR 2000 million in theOffering

bull 88888889 Offer Shares would need to be placed in the Offering if the Offer Price would bedetermined at the low point of the Price Range



In order to achieve the targeted maximum total gross proceeds of approximately EUR 2800 million in theOffering

bull all 124444444 Offer Shares would need to be placed in the Offering if the Offer Price would bedetermined at the low point of the Price Range

44



The Existing Shareholder will reduce the final number of shares placed in the Offering if the Offer Priceexceeds the low end of the Price Range

The Offer Price and the final number of shares placed in the Offering will be determined at the end of thebookbuilding process by the Existing Shareholder after consultation with the Joint Global Coordinators asrepresentatives of the Underwriters The Offer Price will be set on the basis of the purchase orders submittedby investors during the Offer Period that have been collated in the order book prepared during the bookbuildingprocess These orders will be evaluated according to the prices offered and the expected investment horizons ofthe respective investors This method of setting the number of Offer Shares that will be placed at the OfferPrice is in principle aimed at maximizing proceeds Consideration will also be given to whether the OfferPrice and the number of Offer Shares to be placed allow for the reasonable expectation that the share price willdemonstrate a steady performance in the secondary market given the demand for the Companyrsquos shares asreflected in the order book Attention will be paid not only to the prices offered by investors and the number ofinvestors interested in purchasing shares at a particular price but also to the composition of the Companyrsquosshareholder structure that would be expected to result at a given price and expected investor behavior TheCompany and the Existing Shareholder will not charge to investors any expenses and taxes related to theOffering

The Offer Price will be determined in Euros

Once the Offer Price has been set the Offer Shares will be allotted to investors on the basis of thepurchase offers then available The Offer Price and the final number of shares placed in the Offering (ie theresults of the Offering) are expected to be published on or about March 17 2021 by means of an ad hocrelease on an electronic information dissemination system and on the Companyrsquos website atwwwvantagetowerscom under the section wwwvantagetowerscominvestorsipo Investors who have placedorders to purchase Offer Shares with one of the Underwriters can obtain information from that Underwriterabout the Offer Price and the number of Offer Shares allotted to them on the business day following the settingof the Offer Price As the commencement of trading (Aufnahme des Handels) of the Companyrsquos shares on theregulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) isexpected to take place on the business day following the setting of the Offer Price investors may not haveobtained information about the number of Offer Shares allotted to them when trading commences Book-entrydelivery of the allotted Offer Shares against payment of the Offer Price is expected to take place on or aboutMarch 22 2021 Should the placement volume prove insufficient to satisfy all orders placed at the Offer Pricethe Underwriters reserve the right to reject orders or to only accept them in part

43 Expected Timetable for the Offering

The anticipated timetable for the Offering which may be extended or shortened and remains subject tochange is as follows

March 8 2021 Approval of this Prospectus by the BaFin

March 9 2021 Publication of the approved Prospectus on the Companyrsquos website atwwwvantagetowerscom under the section wwwvantagetowerscominvestorsipo

Commencement of the Offer Period

Application for admission of the Companyrsquos shares to trading on the regulated marketsegment (regulierter Markt) of the Frankfurt Stock Exchange (FrankfurterWertpapierboumlrse) with simultaneous admission to the sub-segment thereof withadditional post-admission obligations (Prime Standard) of the Frankfurt StockExchange

March 17 2021 Expiry of the Offer Period which will occur at (i) 1200 pm (noon) (CET) for privateinvestors and (ii) 200 pm (CET) for institutional investors on the last day of the OfferPeriod

Admission decision to be issued by the Frankfurt Stock Exchange (FrankfurterWertpapierboumlrse)

45

Determination of the Offer Price and the final number of shares to be allocated

Publication of the Offer Price in the form of an ad hoc release on an electronicinformation dissemination system and on the Companyrsquos website atwwwvantagetowerscom under the section wwwvantagetowerscominvestorsipo

March 18 2021 Commencement of trading of the Companyrsquos shares on the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse)


This Prospectus will be published on the Companyrsquos website at wwwvantagetowerscom under the sectionwwwvantagetowerscominvestorsipo

44 Information on the Shares

441 Share Capital Form of the Shares

As of the date of this Prospectus the share capital of the Company amounts to EUR 505782265 and isdivided into 505782265 existing ordinary registered shares with no par value (Namensaktien ohneNennbetrag) The share capital has been fully paid up

442 Voting Rights

Each share in the Company carries one vote at the Companyrsquos general meeting All of the Companyrsquosshares confer the same voting rights There are no restrictions on voting rights

443 Dividend and Liquidation Rights

The Offer Shares carry full dividend rights in Euros as of April 1 2020 Shareholders who hold the sharesat the time the respective general meetingrsquos resolution on the allocation of the distributable profits is validlypassed are entitled to dividend payments In the event of the Companyrsquos liquidation any proceeds will bedistributed to the holders of the Companyrsquos shares in proportion to their interest in the Companyrsquos share capital

444 Form Certification of the Companyrsquos Shares and Currency of the Securities Issue

As of the date of this Prospectus all of the Companyrsquos shares are ordinary registered shares with no parvalue (Namensaktien ohne Nennbetrag)

The Companyrsquos shares will be represented by two global share certificates (the ldquoGlobal ShareCertificatesrdquo) which will be deposited with Clearstream Banking AG Mergenthalerallee 61 65760 EschbornGermany (ldquoClearstreamrdquo)

Section 6 para 2 of the Articles of Association excludes the shareholdersrsquo right to receive individual sharecertificates to the extent permitted by law unless mandated by the rules of a stock exchange to which theshares are admitted The Management Board is authorized to issue global certificates pursuant to section 6 para2 of the Articles of Association All shares of the Company provide holders thereof with the same rights and noshares provide any additional rights or advantages

The Companyrsquos shares are denominated in Euros

445 Delivery and Settlement

Delivery of the Offer Shares against payment of the Offer Price and customary security commissions isexpected to take place on or about March 22 2021 The Offer Shares will be made available to investors as co-ownership interests in the Global Share Certificates through Clearstream

The Offer Shares purchased in the Offering will be credited in the form of co-ownership interests in theGlobal Share Certificates deposited with Clearstream to a securities deposit account maintained by a Germanbank with Clearstream

46

446 ISINWKNCommon CodeTicker Symbol

International Securities Identification Number (ldquoISINrdquo) DE000A3H3LL2German Securities Code (Wertpapierkennnummer) (ldquoWKNrdquo) A3H 3LLCommon Code 230832161Ticker Symbol VTWR

45 Identification of Target Market

451 European Economic Area

Solely for the purpose of the product governance requirements contained within (a) EU Directive 201465EU on markets in financial instruments as amended (ldquoMiFID IIrdquo) (b) Articles 9 and 10 of CommissionDelegated Directive (EU) 2017593 supplementing MiFID II and (c) local implementing measures (togetherthe ldquoMiFID II Product Governance Requirementsrdquo) and disclaiming all and any liability whether arising intort contract or otherwise which any ldquomanufacturerrdquo (for the purposes of the MiFID II Product GovernanceRequirements) may otherwise have with respect thereto the Offer Shares have been subject to a productapproval process which has determined that the Offer Shares are (i) compatible with an end target market ofretail investors and investors who meet the criteria of professional clients and eligible counterparties each asdefined in MiFID II and (ii) eligible for distribution through all distribution channels as are permitted byMiFID II (the ldquoMIFID II Target Market Assessmentrdquo)

452 United Kingdom

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA HandbookProduct Intervention and Product Governance Sourcebook (the ldquoUK Product Governance Requirementsrdquo)and or any equivalent requirements elsewhere and disclaiming all and any liability whether arising in tortcontract or otherwise which any ldquomanufacturerrdquo (for the purposes of the UK Product GovernanceRequirements andor any equivalent requirements elsewhere) may otherwise have with respect thereto theOffer Shares have been subject to a product approval process which has determined that the Offer Sharesare (i) compatible with an end target market of retail investors and investors who meet the criteria ofprofessional clients and eligible counterparties each defined in Chapter 3 of the FCA Handbook Conduct ofBusiness Sourcebook and (ii) eligible for distribution through all permitted distribution channels (the ldquoUKTarget Market Assessmentrdquo)

453 General

Notwithstanding the MiFID II Target Market Assessment and the UK Target Market Assessmentdistributors should note that the price of the Offer Shares may decline and investors could lose all or part oftheir investment the Offer Shares offer no guaranteed income and no capital protection and an investment inthe Offer Shares is compatible only with investors who do not need a guaranteed income or capital protectionwho (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating themerits and risks of such an investment and who have sufficient resources to be able to bear any losses that mayresult therefrom

The MiFID II Target Market Assessment and the UK Target Market Assessment are without prejudice toany contractual legal or regulatory selling restrictions in relation to the Offering

Furthermore it is noted that notwithstanding the MiFID II Target Market Assessment and the UK TargetMarket Assessment the Underwriters will only procure investors who meet the criteria of professional clientsand eligible counterparties For the avoidance of doubt the MiFID II Target Market Assessment and the UKTarget Market Assessment does not constitute (a) in the case of the MiFID II Target Market Assessment anassessment of suitability or appropriateness for the purposes of MiFID II and in the case of the UK TargetMarket Assessment an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10Arespectively of the FCA Handbook Conduct of Business Sourcebook or (b) a recommendation to any investoror group of investors to invest in or purchase or take any other action whatsoever with respect to the OfferShares Each distributor is responsible for undertaking its own relevant target market assessment in respect ofthe Offer Shares and determining appropriate distribution channels

46 Transferability of Shares and Lock-Up

The Companyrsquos shares are freely transferable in accordance with the legal requirements for registeredshares (Namensaktien) Except for the restrictions set forth in ldquo49 Cornerstone Investmentrdquo ldquo412 Lock-Up

47

Agreement and Limitations on Disposalrdquo and ldquo236 Selling Restrictionsrdquo there are no prohibitions on disposalsor restrictions with respect to the transferability of the Companyrsquos shares

47 Existing Shareholder

Immediately prior to the Offering the Existing Shareholder held 100 of the Companyrsquos outstandingshare capital For a discussion of the ownership structure of the Existing Shareholder see ldquo19 Information onthe Companyrsquos Existing Shareholderrdquo

48 Allotment Criteria

Except for the cornerstone investor agreements and irrevocable investor agreement described below noagreement exists between the Company the Existing Shareholder and the Underwriters as to the allotmentprocedure The allotment of Offer Shares to private investors and institutional investors will be decided by theExisting Shareholder after consultation with the Company and the Joint Global Coordinators The decisionultimately rests with the Existing Shareholder Allotments will be made on the basis of the quality of theindividual investors such as the expected investment horizon and expected trading behavior of the investor andindividual orders and other important allotment criteria to be determined by the Existing Shareholder afterconsultation with the Company and the Joint Global Coordinators ldquoQualified investorsrdquo (qualifizierte Anleger)pursuant to the Prospectus Regulation as well as ldquoprofessional clientsrdquo (professionelle Kunden) and ldquosuitablecounterpartiesrdquo (geeignete Gegenparteien) under the German Securities Prospectus Act(Wertpapierprospektgesetz) are not viewed as ldquoprivate investorsrdquo within the meaning of the allocation rulesThe details of the allotment procedure will be stipulated after expiry of the Offer Period and published inaccordance with the allotment principles

49 Cornerstone Investment

Digital Colony a leading digital infrastructure investor and operator has agreed to be a cornerstoneinvestor in the Offering alongside RRJ Capital a global equity fund based in Singapore Each entered intoseparate cornerstone investor agreements with the Existing Shareholder and the Company Under the terms oftheir respective agreements Digital Colony undertakes to purchase Offer Shares up to an aggregate maximumpurchase price of EUR 500 million and RRJ Capital undertakes to purchase Offer Shares up to an aggregatemaximum purchase price of EUR 450 million in both cases subject to certain customary conditions Thenumber of Offer Shares which each of Digital Colony and RRJ Capital undertakes to purchase is calculated bytheir respective aggregate maximum purchase price divided by the Offer Price and such calculated number ofOffer Shares being rounded down to the next full number The aggregate purchase price to be paid by each ofDigital Colony and RRJ Capital for their respective Offer Shares is the amount equal to the Offer Pricemultiplied by the respective number of Offer Shares The Existing Shareholder agreed to instruct theUnderwriters to preferentially allocate Digital Colony and RRJ Capital their respective amount of Offer SharesDigital Colony has agreed to a lock-up period of 180 calendar days following Admission (currently expected totake place on or about March 18 2021) subject to certain customary exceptions and waivers Neither DigitalColony or RRJ Capital will receive a consideration for investing in the Company

410 Irrevocable Investment

As part of the agreement entered into between Crystal Almond and VEBV to form Vantage TowersGreece Crystal Almond agreed that it or one or more of its affiliates would acquire EUR 100000000 of sharesin the Company in the Offering at the Offer Price On March 6 2021 affiliates of Crystal Almond entered intoan irrevocable investor agreement with the Existing Shareholder and the Company pursuant to which theyundertake to purchase Offer Shares at the Offer Price for total consideration of EUR 100000000 conditionalonly on the completion of the Offering within 90 days of the intention to float announcement related theretoThe Existing Shareholder agreed to instruct the Underwriters to preferentially allocate the affiliates of CrystalAlmond their respective amounts of Offer Shares Neither Crystal Almond or its affiliates will receive aconsideration for investing in the Company

411 Stabilization Measures Over-Allotments and Greenshoe Option

In connection with the placement of the Offer Shares Morgan Stanley or its affiliates acting for theaccount of the Underwriters will act as the stabilization manager (the ldquoStabilization Managerrdquo) and may asStabilization Manager make over-allotments and take stabilization measures in accordance with article 5 paras4 and 5 of the MAR in conjunction with articles 5 through 8 of Commission Delegated Regulation (EU) 20161052 of March 8 2016 to provide support for the market price of the Companyrsquos shares thus alleviating sales

48

pressure generated by short-term investors and maintaining an orderly market in the Companyrsquos shares (theldquoStabilization Measuresrdquo)

The Stabilization Manager is under no obligation to take any Stabilization Measures Therefore noassurance can be provided that any Stabilization Measures will be taken Where Stabilization Measures aretaken these may be terminated at any time without notice Such measures may start from the date theCompanyrsquos shares commence trading on the regulated market (regulierter Markt) of the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) and must end no later than 30 calendar days thereafter (theldquoStabilization Periodrdquo)

Stabilization Measures are intended to provide support for the price of the Companyrsquos shares during theStabilization Period These measures may result in the market price of the Companyrsquos shares being higher thanwould otherwise have been the case Moreover the market price may temporarily be at an unsustainable levelStabilization Measures may not be executed above the Offer Price

To facilitate such Stabilization Measures investors may in addition to the Base Shares and the AdditionalBase Shares be allocated up to 13333333 Over-Allotment Shares as part of the allocation of the Offer Shares(the ldquoOver-Allotmentrdquo) For the purpose of such potential Over-Allotment the Existing Shareholder hasagreed to make available to the Stabilization Manager acting for the account of the Underwriters up to13333333 Over-Allotment Shares in the form of a securities loan The total number of Over-Allotment Shareswhich may be allotted must not exceed 15 of the number of Base Shares The Existing Shareholder hasgranted the Underwriters an option to acquire a number of shares in the Company equal to the number ofallotted Over-Allotment Shares at the Offer Price less agreed commissions (the ldquoGreenshoe Optionrdquo) TheStabilization Manager acting for the account of the Underwriters is entitled to exercise the Greenshoe Optionduring the Stabilization Period to the extent Over-Allotment Shares were allocated to investors in the Offering

Within one week of the end of the Stabilization Period an announcement will be published by theStabilization Manager via various media outlets distributed across the entire European Economic Area(Medienbuumlndel) as to (i) whether Stabilization Measures were undertaken (ii) the date on which stabilizationstarted and when it last occurred (iii) the Price Range within which stabilization transactions were carried outthe latter will be made known for each date on which a price stabilization transaction was carried out and(iv) the trading venues on which stabilization transactions were carried out where applicable Exercise of theGreenshoe Option the timing of its exercise and the number and type of shares concerned will also beannounced promptly in the manner previously stated

The Stabilization Manager must record each stabilization order and transaction pursuant to applicableregulations In addition details of all stabilization transactions must be reported to the competent authorities ofeach trading venue on which the securities are admitted to trading or traded as well as the competent authorityof each trading venue where transactions in associated instruments for the stabilization of securities are carriedout if any

Exercise of the Greenshoe Option will be disclosed to the public promptly together with all appropriatedetails including in particular the date of exercise of the Greenshoe Option and the number and nature ofOver-Allotment Shares involved in accordance with article 8(f) of the Commission Delegated Regulation (EU)20161052

412 Lock-Up Agreement and Limitations on Disposal

On March 8 2021 the Underwriters the Company and the Existing Shareholder entered into anUnderwriting Agreement In the Underwriting Agreement the Company agreed with each Underwriter that theCompany will not and will not agree to without the prior written consent of the Joint Global Coordinators(such consent not to be unreasonably withheld or delayed) for a period of 180 calendar days following the firstday of trading of the Companyrsquos shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)(currently expected to take place on March 18 2021)

bull announce or effect an increase of the Companyrsquos share capital out of authorized capital

bull propose to its general meeting an increase of the Companyrsquos share capital

bull announce effect or propose the issuance of securities with conversion or option rights on theCompanyrsquos shares or

bull enter into a transaction or perform any action economically similar to those described in the bulletpoints above

49

in each case other than as expressly described in this Prospectus The Company may however (i) issuegrant sell transfer or otherwise award shares or other securities to directors or employees of the Company orany of its subsidiaries under a customary directorsrsquo andor employeesrsquo stock option plan or other type ofdirectorsrsquo andor employeesrsquo participation program and (ii) undertake any corporate action for purposes ofentering into joint ventures other forms of cooperations and acquisitions provided that the other parties to thejoint venture or the selling shareholders of the company be acquired (ie the entities that will acquire anyshares or other securities of the Company) assume towards the Joint Global Coordinators the obligation tocomply with the restrictions applicable to the Existing Shareholder on the disposal of shares as set forth in thelock-up undertaking for the then remaining part of the lock-up period

In the Underwriting Agreement the Existing Shareholder will undertake not to without the prior writtenconsent of the Joint Global Coordinators which consent may not be unreasonably withheld or delayed for aperiod of 180 calendar days following the first day of trading of the Companyrsquos shares on the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) (currently expected to take place on March 18 2021)

bull offer pledge allot sell contract to sell sell any option or contract to purchase purchase any optionto sell grant any option right or warrant to purchase transfer or otherwise dispose of directly orindirectly any shares of the Company held by the Existing Shareholder as of the date of theUnderwriting Agreement

bull cause or approve directly or indirectly the announcement execution or implementation of anyincrease in the share capital of the Company or a direct or indirect placement of shares of theCompany

bull propose directly or indirectly any increase in the share capital of the Company to any generalmeeting for resolution or vote in favor of such a proposed capital increase

bull cause or approve directly or indirectly the announcement execution or proposal of any issuance offinancial instruments constituting options or warrants convertible into shares of the Company or

bull enter into a transaction or perform any action economically similar to those described in the bulletsabove in particular enter into any swap or other arrangement that transfers to another in whole or inpart the economic risk of ownership of shares of the Company whether any such transaction is to besettled by delivery of shares of the Company in case or otherwise

in each of the five bullets above other than for the purposes of the Offering and other than as expresslydescribed in this Prospectus

The lock-up restrictions for the Existing Shareholder in the first and fifth bullets above will not restrict anysales of the Companyrsquos shares made to persons or entities who themselves agree with the Joint GlobalCoordinators to assume the obligation to comply with the restrictions applicable to the Existing Shareholderthereunder for the then remaining part of the lock-up period

The Existing Shareholder may however grant sell award or otherwise transfer shares or other securitiesof the Company for the purpose of a customary directorsrsquo andor employeesrsquo share option plan or other type ofdirectorsrsquo andor employeesrsquo participation program for directors or employees of the Company

413 Admission to the Frankfurt Stock Exchange and Commencement of Trading

The Company will apply for the admission of the Companyrsquos shares to trading together with MorganStanley who is acting as listing agent on the regulated market (regulierter Markt) of the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) as well as to the sub-segment of the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse) with additional post-admission obligations (Prime Standard) on or aboutMarch 8 2021

The listing approval (admission decision) for the Companyrsquos shares is expected to be granted onMarch 17 2021 The decision on the Admission will be made solely by the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse) at its discretion Trading in the Companyrsquos shares on the Frankfurt StockExchange (Frankfurter Wertpapierboumlrse) is expected to commence on March 18 2021

414 Designated Sponsors

BofA Securities Morgan Stanley and UBS have been mandated as designated sponsors of the Companyrsquosshares traded on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) Pursuant to the designatedsponsor agreements expected to be concluded between each of the designated sponsors and the Company each

50

designated sponsor will among other things place limited buy and sell orders for the Companyrsquos shares in theelectronic trading system of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) during regular tradinghours This is intended to achieve greater liquidity in the market for the Companyrsquos shares

415 Interests of Parties Participating in the Offering

In connection with the Offering and the admission of the Companyrsquos shares to trading the Underwritershave formed a contractual relationship with the Company and the Existing Shareholder

The Underwriters are acting exclusively for the Company and the Existing Shareholder and no one else inconnection with the Offering and on coordinating the structuring and execution of the Offering They will notregard any other person (whether or not a recipient of this document) as their respective clients in relation tothe Offering and will not be responsible to anyone other than the Company and the Existing Shareholder forproviding the protections afforded to their respective clients nor for giving advice in relation to the Offering orany transaction or arrangement referred to herein In addition BofA Securities Morgan Stanley and UBS havebeen mandated to act as designated sponsors for the Companyrsquos shares and Deutsche Bank Aktiengesellschafthas been mandated to act as paying agent Upon successful implementation of the Offering the Underwriterswill receive a commission and the size of this commission depends on the results of the Offering As a result ofthese contractual relationships the Underwriters have a financial interest in the success of the Offering on thebest possible terms

In addition some of the Underwriters or their affiliates have and may from time to time in the futurecontinue to have business relations with the Company Vodafone Group Plc the Existing Shareholder or theiraffiliates including lending activities or may perform services for the Company Vodafone Group Plc theExisting Shareholder or their affiliates in the ordinary course of business for which they have received or mayreceive customary fees and commissions In particular affiliates of BofA Securities BNP PARIBAS andDeutsche Bank Aktiengesellschaft act as arrangers bookrunners and lenders as well as coordinator and agentin the case of the affiliate of BofA Securities under the Companyrsquos EUR 24 billion senior unsecured term loanfacility and EUR 300 million senior unsecured revolving credit facility For more information on the facilityagreement see ldquo16214 Senior Facilitiesrdquo Furthermore in connection with the Offering each of theUnderwriters and any of their respective affiliates may take up a portion of the shares in the Offering as aprincipal position and in that capacity may retain purchase or sell for its own account such securities and anyshares or related investments and may offer or sell such shares or other investments otherwise than inconnection with the Offering or otherwise Accordingly references in this Prospectus to shares being offered orplaced should be read as including any offering or placement of shares to any of the Underwriters or any oftheir respective affiliates acting in such capacity In addition certain of the Underwriters or their affiliates mayenter into financing arrangements (including swaps warrants or contracts for differences) with investors inconnection with which such Underwriters (or their affiliates) may from time to time acquire hold or dispose ofshares of the Company None of the Underwriters or any of their respective affiliates intends to disclose theextent of any such investments or transactions otherwise than in accordance with any legal or regulatoryobligation to do so

The Existing Shareholder being a wholly owned subsidiary of Vodafone Group Plc will receive theproceeds from the sale of the Offer Shares Accordingly the Existing Shareholder and Vodafone Group Plchave an interest in the success of the Offering on the best possible terms With regard to further indirectadvantages in connection with the Offering expected by the Existing Shareholder see ldquo6 Reasons for theOffering and Listing and Use of Proceedsrdquo

None of the aforementioned interests in the Offering constitute a conflict of interest or a potential conflictof interest Consequently there are no conflicts of interest with respect to the Offering or the Admission

51

5 PROCEEDS OF THE OFFERING AND COSTS OF THE OFFERING AND LISTING

The Company will not receive any proceeds from or incur any costs in connection with the Offering

The Existing Shareholder will receive the proceeds resulting from the sale of the Base Shares from apotential sale of the Additional Base Shares if and to the extent the Upsize Option in relation to the AdditionalBase Shares is exercised and the proceeds resulting from a potential sale of the Over-Allotment Shares if andto the extent that the Greenshoe Option is exercised

The amount of the proceeds of the Offering as well as the costs related to the Offering depend inter aliaon the Offer Price which determines the Underwritersrsquo commissions and on the number of shares that will beplaced in the Offering

The Existing Shareholder aims to achieve targeted minimum gross proceeds of approximately EUR 2000million and targeted maximum gross proceeds of approximately EUR 2800 million from the Offering


Assuming the targeted minimum gross proceeds of EUR 2000 million for the Existing Shareholder fromthe Offering the net proceeds to the Existing Shareholder would amount to approximately EUR 1912 millionafter deducting the total costs and expenses related to the Offering and the Admission (which include(i) Underwritersrsquo commissions (assuming the full payment of both a base fee and a discretionary fee) and(ii) other estimated expenses) of estimated EUR 88 million

Assuming the targeted maximum gross proceeds of EUR 2800 million for the Existing Shareholder fromthe Offering the net proceeds to the Existing Shareholder would amount to approximately EUR 2702 millionafter deducting the total costs and expenses related to the Offering and the Admission (which include(i) Underwritersrsquo commissions (assuming the full payment of both a base fee and a discretionary fee) and(ii) other estimated expenses) of estimated EUR 98 million

Investors will not be charged expenses by the Company the Existing Shareholder or the Underwriters inconnection with their role as underwriters Investors may however have to bear customary transaction andhandling fees charged by their brokers or other financial institutions through which they hold their securities

52

6 REASONS FOR THE OFFERING AND LISTING AND USE OF PROCEEDS

The Company intends to list the Companyrsquos shares on the regulated market (regulierter Markt) of theFrankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) as well as on the sub-segment with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) Thereasons for the Offering and listing are to (i) enable Vantage Towers to gain access to the capital markets and(ii) highlight the intrinsic value in Vantage Towers as a commercially minded dedicated and independentmobile telecommunications tower infrastructure operator

In connection with the Offering the Existing Shareholder will offer shares to facilitate stabilizationmeasures and to ensure free float and trading liquidity in the Companyrsquos shares

The Company will not receive any proceeds from the Offering resulting from the sale of the Offer Sharesby the Existing Shareholder in the Offering

53

7 DILUTION

The net asset value (total assets less current liabilities and non-current liabilities as shown in theUnaudited Three-Month Condensed Combined Interim Financial Statements) (the ldquoNet Asset Valuerdquo) of theCompany amounted to EUR 50028 million as of December 31 2020 or EUR 989 per share in the Companybased on 505782265 outstanding shares of the Company immediately prior to the Offering

The dilutive effect of the Offering on new shareholders is illustrated in the table below demonstrating theamount by which the Offer Price at the mid-point of the Price Range would exceed the Net Asset Value pershare after completion of the Offering assuming the Offering had taken place on December 31 2020

The Offering will not involve the issuance of new shares of the Company

As ofDecember 31

2020

Offer Price per share (in EUR based on the mid-point of the Price Range) 2575Net Asset Value per share as of December 31 2020 (505782265 outstanding shares of theCompany immediately prior to the Offering) (in EUR) 989Amount by which the Net Asset Value per share is below the Offer Price of EUR 2575 pershare (based on the mid-point of the Price Range) (immediate dilution to the newshareholders of the Company per share) (in EUR) 1586Percentage by which the Net Asset Value per share is below the Offer Price of EUR 2575per share (based on the mid-point of the Price Range) (in ) 6159

54

8 DIVIDEND POLICY

81 General Provisions Relating to Profit Allocation and Dividend Payments

The shareholders have a share in the Companyrsquos profits determined based on their respective interest inthe Companyrsquos share capital In a German stock corporation (Aktiengesellschaft) such as the Company thedistribution of dividends for any given financial year and the amount and payment date thereof are generallyresolved by the general meeting (Hauptversammlung) of the subsequent financial year based upon a jointproposal by the Management Board and the Supervisory Board The annual general meeting must be heldwithin the first eight months of each financial year

Pursuant to German law dividends may only be distributed from a distributable balance sheet profit(Bilanzgewinn) of the Company which is calculated based on the Companyrsquos unconsolidated (separate)financial statements prepared in accordance with German generally accepted accounting principles of the HGBSuch accounting principles differ from IFRS in material respects

When determining distributable profits the profit or loss for the financial year (Jahresuumlberschuss-fehlbetrag) must be adjusted for retained profitloss carry forwards (Gewinn-Verlustvortraumlge) from the previousfinancial year withdrawals from capital reserves or withdrawals from or appropriations to reserves (retainedearnings) Certain reserves are required to be set up by law and must be deducted when calculating the balancesheet profits available for distribution Subject to certain statutory restrictions the general meeting is entitled totransfer additional amounts to the reserves or carry them forward

The Management Board must prepare inter alia unconsolidated (separate) financial statements (balancesheet income statement and notes to the unconsolidated (separate) financial statements) and a managementreport for the previous financial year by the statutory deadline and present these to the Supervisory Board andthe auditors immediately after preparation At the same time the Management Board must present to theSupervisory Board a proposal for the allocation of the Companyrsquos distributable balance sheet profit pursuant tosection 170 para 2 AktG Pursuant to section 171 AktG the Supervisory Board must review the financialstatements the Management Boardrsquos management report and the proposal for the allocation of the distributableprofits and report to the general meeting in writing on the results of such review The Supervisory Board mustsubmit its report to the Management Board within one month of receiving the documents If the SupervisoryBoard approves the financial statements after its review these are deemed adopted unless the ManagementBoard and Supervisory Board resolve to assign adoption of the financial statements to the general meeting Ifthe Management Board and Supervisory Board choose to allow the general meeting to adopt the financialstatements or if the Supervisory Board does not approve the financial statements the Management Board mustconvene a general meeting without undue delay If the Management Board and the Supervisory Board approvethe unconsolidated (separate) financial statements they may pursuant to section 58 para 2 AktG allocate anamount of up to 50 of the Companyrsquos profit for the financial yearmdashafter deducting any transfers to statutoryreserves and any losses carried forwardmdashto non-statutory reserves

The general meetingrsquos resolution on the allocation of the distributable balance sheet profit requires asimple majority of votes cast to be passed without being bound by the proposal from the Management Boardand the Supervisory Board

Dividends resolved by the general meeting are due and payable on the third business day following therelevant general meeting unless a longer period is provided for in the dividend resolution or the Articles ofAssociation The dividends will be paid out in accordance with the rules of the respective clearing system onthe day they become due and payable Since all of the dividend entitlements with respect to the Companyrsquosshares will be evidenced by global dividend coupons (Globalgewinnanteilsschein) deposited with Clearstreamdividends with respect to the Companyrsquos shares will be paid via Clearstream to the custodian banks for thebenefit of shareholders German custodian banks are under an obligation to distribute the respective funds totheir customers Shareholders using a custodian bank located outside Germany must enquire at their respectivebank about the terms and conditions applicable in their case Details on dividend payments and the respectivepayment agent will be published in the German Federal Gazette (Bundesanzeiger) To the extent that dividendscan be distributed by the Company in accordance with the AktG and HGB and corresponding decisions aretaken there are no restrictions on shareholdersrsquo rights to receive such dividends

Generally withholding tax (Kapitalertragsteuer) is withheld from dividends paid For further informationon the taxation of dividends see ldquo2422 Taxation of Dividendsrdquo

Pursuant to German law dividend payment claims are subject to a three-year standard limitation periodOnce time-barred the relevant dividend payment claim passes to the Company

55

82 Dividend Policy

Subject to the availability of distributable profits (Bilanzgewinn) and legal restrictions with respect to thedistribution of profits and available funds going forward the Company aims to distribute 60 of the sum ofRecurring Free Cash Flow and dividends received from INWIT and Cornerstone For the twelve months endingMarch 31 2021 the Company intends to declare an annual dividend of EUR 280 million (including 60 ofINWITrsquos declared dividend for its fiscal year ended December 31 2020) which it intends to pay in July 2021

As referenced in 81 above any determination to pay dividends will be made in accordance withapplicable laws and will depend upon among other factors the Companyrsquos results of operations distributablereserves under the HGB financial condition contractual restrictions and capital requirements See ldquo143 Thepayment of future dividends will depend among other things on the Grouprsquos results of operations financialand investment needs the availability of distributable reserves and shareholder approvalrdquo for risks relating tothe Companyrsquos ability to pay dividends Apart from dividends and other payments received from current andfuture direct and indirect subsidiaries the Companyrsquos ability to pay dividends will depend on its financialposition (particularly the amount of distributable profit that is available) its results of operations capitalrequirements investment alternatives and other factors that the Management Board and Supervisory Board maydeem relevant The results of operations set out in the Condensed Combined Interim Financial Statements maynot be indicative of the amounts of future dividend payments Any proposals by the Management Board andSupervisory Board regarding dividend payments will be subject to the approval of the general meeting

56

9 CAPITALIZATION INDEBTEDNESS AND STATEMENT ON WORKING CAPITAL

The following tables set forth the Grouprsquos capitalization and indebtedness derived from the CompanyrsquosUnaudited Three-Month Condensed Combined Interim Financial Statements

Investors should read these tables in conjunction with ldquo10 Unaudited Pro Forma Financial Informationrdquoldquo13 Managementrsquos Discussion and Analysis of Financial Condition and Results of Operationsrdquo and the AuditedSix-Month Condensed Combined Interim Financial Statements and the Unaudited Three-Month CondensedCombined Interim Financial Statements in each case including the notes thereto contained in this Prospectus

91 Capitalization



Total current debt(2) (including current portion of non-current debt) 3099 3099Guaranteed mdash mdashSecured mdash mdashUnguaranteedunsecured 3099 3099

Total non-current debt(3) (excluding current portion of non-current debt) 2312 2312Guaranteed mdash mdashSecured mdash mdashUnguaranteedunsecured 2312 2312

Total shareholderrsquos equity(4) 5003 5061Share capital(5) mdash mdashLegal reserves(5) mdash mdashOther reserves(5) mdash mdash

Total(6) 10414 10472

Notes

(1) Figures set out in the ldquoAs Adjustedrdquo are taken from the pro forma consolidated statement of financial position of the Group as ofDecember 31 2020 as set out in ldquo107 Pro Forma Consolidated Statement of Financial Position of the Group as ofDecember 31 2020rdquo

(2) Total current debt reflects current liabilities as set out in the Unaudited Three-Month Condensed Combined Interim FinancialStatements and the Unaudited Pro Forma Financial Information

(3) Total non-current debt reflects non-current liabilities as set out in the Unaudited Three-Month Condensed Combined InterimFinancial Statements and the Unaudited Pro Forma Financial Information

(4) Total shareholderrsquos equity is referred to as total equity in the Unaudited Three-Month Condensed Combined Interim FinancialStatements and the Unaudited Pro Forma Financial Information respectively

(5) Prior to the completion of the Reorganization the Group was not a legal group for consolidated financial statement reportingpurposes in accordance with IFRS 10 ldquoConsolidated Financial Statementsrdquo In the Unaudited Three-Month Condensed CombinedInterim Financial Statements the equity was presented on the basis of the aggregation of the net assets of the Towers BusinessVantage Towers Greece and the equity interest in INWIT under the control of VEBV Consequently the Unaudited Three-MonthCondensed Combined Interim Financial Statements do not separately disclose share capital legal reserves or other reserves

(6) Total reflects the sum of total current debt total non-current debt and total shareholdersrsquo equity

57

92 Indebtedness



A Cash(2) 6 6B Cash equivalents mdash mdashC Other current financial assets(3) 924 636D Liquidity (A + B + C) 930 642E Current financial debt (including debt instruments but excluding current portionof non-current financial debt)(4) 2899 2899F Current portion of non-current financial debt mdash mdashG Current financial indebtedness (E + F) 2899 2899H Net current financial indebtedness (G ndash D) 1969 2257I Non-current financial debt (excluding current portion and debt instruments)(5) 1981 1981J Debt instruments mdash mdashK Non-current trade and other payables(6) 3 3L Non-current financial indebtedness (I + J + K) 1984 1984M Total financial indebtedness (H + L) 3953 4241

Notes

(1) Figures set out in the ldquoAs Adjustedrdquo column are taken from the pro forma consolidated statement of financial position of theGroup as of December 31 2020 as set out in ldquo107 Pro Forma Consolidated Statement of Financial Position of the Group as ofDecember 31 2020rdquo

(2) Cash corresponds to cash and cash equivalents in the Unaudited Three-Month Condensed Combined Interim Financial Statementsand the Unaudited Pro Forma Financial Information respectively and includes cash equivalents

(3) Other current financial assets comprises receivables related to the Grouprsquos cash management activities due from subsidiaries ofVodafone Group Plc as shown in note 8 related party transactions of the Unaudited Three-Month Condensed Combined InterimFinancial Statements The ldquoas adjustedrdquo column reflects the pro forma adjustment for the EUR 288 million payment to acquirethe remaining 38 of Vantage Towers Greece from Crystal Almond after an option to acquire the remaining shareholding wastriggered by the Companyrsquos publication of its ldquoIntention to Floatrdquo announcement on February 24 2021 The acquisition isexpected to complete seven calendar days after the Admission

(4) Current financial debt (including debt instruments but excluding current portion of non-current financial debt) corresponds to thesum of current lease liabilities current payables due to related parties and overdrafts each as set out in the Unaudited Three-Month Condensed Combined Interim Financial Statements and the Unaudited Pro Forma Financial Information respectively

(5) Non-current financial debt (excluding current portion and debt instruments) corresponds to the sum of non-current lease liabilitiesand non-current payables due to related parties in the Unaudited Three-Month Condensed Combined Interim Financial Statementsand the Unaudited Pro Forma Financial Information respectively

(6) Non-current trade and other payables corresponds to non-current trade and other payables in the Unaudited Three-MonthCondensed Combined Interim Financial Statements and the Unaudited Pro Forma Financial Information respectively

93 Indirect and Contingent Indebtedness

As of December 31 2020 the Group did not have any indirect and contingent indebtedness or otherfinancial obligations

94 Statement on Working Capital

In the Companyrsquos opinion its working capital is sufficient to meet its present requirements over at leastthe next twelve months from the date of this Prospectus

95 No Significant Change

Between December 31 2020 and the date of this Prospectus CTHC acquired Vodafone UKrsquos 50shareholding in Cornerstone on January 14 2021 and the Vantage Towers Greece Call Option was triggered bythe publication of the ldquoIntention to Floatrdquo announcement in respect of Vantage Towers AG on February 242021 meaning that CTHC is expected to acquire the remaining 38 of Vantage Towers Greece forconsideration of EUR 288 million and any adjustment required as a result of the standard closing mechanismseven calendar days after Admission

58

Since December 31 2020 and the date of this Prospectus other than the events listed above there has beenno significant change in the financial position or financial performance of the Group

For information on current trading and managementrsquos view on future trends see ldquo271 RecentDevelopmentsrdquo and ldquo272 Outlookrdquo respectively

59

10 UNAUDITED PRO FORMA FINANCIAL INFORMATION

101 Introduction

Vodafone Group Plc (together with its consolidated subsidiaries ldquoVodafonerdquo or the ldquoVodafone Grouprdquo)was required to separate certain of its European tower infrastructure assets (both legally and operationally) intoa new standalone tower infrastructure operator in order to create Vantage Towers (as defined below)


In order to establish Vantage Towers VEBV contributed all of its shares in Vantage Towers IrelandVantage Towers Portugal Vantage Towers Czech Republic Vantage Towers Hungary Vantage Towers SpainVantage Towers Romania and INWIT to CTHC Subsequently the Company acquired CTHC following whichCTHC acquired VEBVrsquos 62 shareholding in Vantage Towers Greece and Vodafone UKrsquos 50 shareholdingin Cornerstone The process by which Vantage Towers was established is referred to as the ldquoReorganizationrdquo

The Reorganization had a significant impact on the net assets financial position and results of operationsof the Company and will substantially affect the results of operations going forward Therefore the Companyprepared the following Unaudited Pro Forma Financial Information consisting of

bull a pro forma consolidated income statement of the Group for the twelve months ended March 312020

bull a pro forma consolidated income statement of the Group for the nine months ended December 312020 and

bull a pro forma consolidated statement of financial position of the Group as of December 31 2020

each as accompanied by the related pro forma notes thereto (together the ldquoUnaudited Pro Forma FinancialInformationrdquo)

The purpose of the Unaudited Pro Forma Financial Information is to illustrate the material effects that theReorganization would have had (i) on the unaudited selected financial information of the Towers Business andthe unconsolidated income statement of Vantage Towers AG for the twelve months ended March 31 2020 as ifthe Reorganization had occurred on April 1 2019 for purposes of the pro forma consolidated income statementof the Group for the twelve months ended March 31 2020 as well as (ii) on the combined financialinformation of the Group as of and for the nine months ended December 31 2020 as if the Reorganization hadoccurred on April 1 2019 for purposes of the pro forma consolidated income statement of the Group for thenine months ended December 31 2020 or on December 31 2020 for purposes of the pro forma consolidatedstatement of financial position of the Group as of December 31 2020

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only and doesnot purport to be indicative of the results and financial position of the Company its consolidated subsidiariesand its equity accounted investments in INWIT and Cornerstone (the ldquoGrouprdquo or ldquoVantage Towersrdquo) thatwould actually have been reported if the Reorganization had occurred on April 1 2019 for purposes of the proforma consolidated income statement of the Group for the twelve months ended March 31 2020 and forpurposes of the pro forma consolidated income statement of the Group for the nine months endedDecember 31 2020 or on December 31 2020 for purposes of the pro forma consolidated statement offinancial position of the Group as of December 31 2020 The Unaudited Pro Forma Financial Information isbased on factually supportable pro forma adjustments described in the accompanying notes which the Groupconsiders reasonable It does not include incremental revenues or costs that are not directly related to theReorganization the Offering or associated financing arrangements and does not reflect the results of any futureinitiatives Future results of operations may differ materially from those presented in the Unaudited Pro FormaFinancial Information As a result it may not give a true picture of the Grouprsquos financial position or results noris it indicative of the results that may or may not be expected to be achieved in the future

60

The Unaudited Pro Forma Financial Information is only meaningful when read in conjunction with andtherefore should only be read in conjunction with the audited unconsolidated financial statements of VantageTowers AG for the twelve months ended March 31 2020 prepared in accordance with International FinancialReporting Standards as adopted by the European Union (ldquoIFRSrdquo) the audited condensed combined interimfinancial statements of the Group as of and for the six months ended September 30 2020 prepared inaccordance with IFRS on interim financial reporting (ldquoIAS 34rdquo) and the unaudited condensed combined interimfinancial statements of the Group as of and for the three months ended December 31 2020 prepared inaccordance with IAS 34 each included in ldquo25 Financial Informationrdquo of this prospectus (this ldquoProspectusrdquo)

The Unaudited Pro Forma Financial Information is presented in euros (ldquoEURrdquo)

102 Historical Financial Information Included in the Unaudited Pro Forma Financial Information

The Unaudited Pro Forma Financial Information for the twelve months ended March 31 2020 set forth inldquo105 Pro Forma Consolidated Income Statement of the Group for the Twelve Months Ended March 31 2020rdquowas prepared on the basis of the following historical financial information

bull audited unconsolidated financial statements of Vantage Towers AG for the twelve months endedMarch 31 2020 prepared in accordance with IFRS as included elsewhere in this Prospectus Theseaudited financial statements show the unconsolidated accounts of Vantage Towers AG which wasincorporated on February 18 2019 and undertook limited trading for the period from April 1 2019 toMarch 31 2020 and

bull the unaudited selected financial information of the business carried out by Vodafonersquos European towerinfrastructure assets in Germany Spain Portugal Romania the Czech Republic Hungary and Ireland(the ldquoTowers Businessrdquo) for the twelve months ended March 31 2020 which reflects the historicalfinancial information directly attributable to the Towers Business as derived from the existingaccounting records of Vodafone The information regarding the income statement includes directlyattributable expenses of the Towers Business (eg other operating expenses and depreciation andamortization) as well as revenues with third parties (not including intercompany revenues withVodafone)

The Unaudited Pro Forma Financial Information as of and for the nine months ended December 31 2020set out in ldquo106 Pro Forma Consolidated Income Statement for the Nine Months Ended December 31 2020rdquobelow was prepared on the basis of the following historical financial information

bull The audited condensed combined interim financial statements of the Group as of and for the sixmonths ended September 30 2020 prepared in accordance with IAS 34 and as included in ldquo25Financial Informationrdquo The following entities within the Vantage Towers business have beenincluded within the condensed combined interim financial statements from the effective date of theirdemerger from the respective Vodafone operating companies

bull Vantage Towers SpainmdashMarch 18 2020

bull Vantage Towers GermanymdashMay 25 2020

bull Vantage Towers IrelandmdashJune 1 2020

bull Vantage Towers PortugalmdashJuly 16 2020 and

bull Vantage Towers Czech RepublicmdashSeptember 1 2020

bull For the avoidance of doubt Vantage Towers Hungary Vantage Towers Romania Vantage TowersGreece and the investments in INWIT and Cornerstone have not been included within thesecondensed combined interim financial statements as these businesses had not been demerged fromthe respective Vodafone operating entities or legally incorporated or in the case of INWIT andCornerstone acquired on September 30 2020

bull The unaudited condensed combined interim financial statements of the Group as of and for the threemonths ended December 31 2020 (the ldquoUnaudited Three-Month Condensed Combined InterimFinancial Statementsrdquo) prepared in accordance with IAS 34 and as included elsewhere in ldquo25Financial Informationrdquo The following entities within the Vantage Towers business have beenincluded within these condensed combined interim financial statements as of and for the three monthsended December 31 2020 in addition to those included within the audited condensed combinedinterim financial statements of the Group as of and for the six months ended September 30 2020

61

from the effective date of their demerger from the respective Vodafone operating companies or in thecase of the 332 shareholding in INWIT from the date of its contribution

bull Vantage Towers HungarymdashNovember 1 2020

bull Vantage Towers RomaniamdashNovember 13 2020

bull Vodafone Greece Towers SA (ldquoVodafone Greek TowerCordquo)mdashNovember 17 2020 (followed bythe Grouprsquos acquisition of 62 of Vantage Towers Greece on December 22 2020 whichcontained the shares of both Vodafone Greek TowerCo and Crystal Almond Towers SingleMember SA (ldquoWind Hellas Greek TowerCordquo) respectively) and

bull the Grouprsquos 332 investment in INWITmdashNovember 19 2020

CTHC the intermediate holding company that the Company acquired on December 17 2020 hasbeen included in the Unaudited Three-Month Condensed Combined Interim Financial Statementsfrom that date

bull For the avoidance of doubt the investment in Cornerstone has not been included in the UnauditedThree-Month Condensed Combined Interim Financial Statements as this business had not beenacquired on December 31 2020

bull The unaudited selected financial information of the Towers Business until the date of eachbusinessesrsquo legal separation from Vodafone which reflects the historical financial information directlyattributable to the Towers Business as derived from the existing accounting records of Vodafone Theinformation regarding the income statement includes directly attributable expenses of the TowersBusiness (eg other operating expenses and depreciation and amortization) as well as revenues withthird parties (not including intercompany revenues with Vodafone)

The Unaudited Pro Forma Financial Information includes direct costs relating to the Reorganization andthe Offering for which the Group is responsible however it does not reflect the one-off costs relating to theReorganization because such one-off costs are borne by Vodafone


The Unaudited Pro Forma Financial Information was prepared on the basis of the IDW AccountingPractice Statement Preparation of Pro Forma Financial Information (IDW AcPS AAB 1004) (IDWRechnungslegungshinweis Erstellung von Pro-Forma-Finanzinformationen (IDW RH HFA 1004)) aspublished by the Institut der Wirtschaftspruumlfer in Deutschland e V (Institute of Public Auditors inGermany) (IDW)

The Unaudited Pro Forma Financial Information has been prepared consistently in all material aspects onthe basis of IFRS and the accounting policies of Vantage Towers as described in the notes to the auditedcondensed combined interim financial statements of the Group as of and for the six months endedSeptember 30 2020 and the unaudited condensed combined interim financial statements of the Group as of andfor the three months ended December 31 2020 unless otherwise stated The pro forma assumptions and proforma adjustments based on such assumptions have been prepared as described in this section

The pro forma adjustments made for the purposes of the Unaudited Pro Forma Financial Information arebased on the information available at the time of the preparation of the Unaudited Pro Forma FinancialInformation and on preliminary estimates as well as on certain pro forma assumptions which are described inthe accompanying pro forma notes and which Vantage Towers considers to be reasonable The pro formaadjustments are directly attributable to the Reorganization including transaction-related costs and the relatedfinancing determinable and factually supportable The Unaudited Pro Forma Financial Information containsneither potential synergies cost savings normalization of any restructuring nor additional future expenses orany future effects that could result from the Reorganization

The Unaudited Pro Forma Financial Information has been prepared for illustrative purposes only Givenits nature the Unaudited Pro Forma Financial Information merely describes a hypothetical situation and isbased on assumptions and it therefore does not represent the actual net assets financial position and results ofoperations of the Group It is also not intended to forecast the net assets financial position and results ofoperations of the Group on any future date The Unaudited Pro Forma Financial Information is onlymeaningful in conjunction with the audited unconsolidated financial statements of Vantage Towers AG for thetwelve months ended March 31 2020 prepared in accordance with IFRS the unaudited selected financialinformation of the Towers Business for the twelve months ended March 31 2020 the audited condensed

62

combined interim financial statements of the Group as of and for the six months ended September 30 2020prepared in accordance with IAS 34 and the unaudited condensed combined interim financial statements of theGroup as of and for the three months ended December 31 2020 prepared in accordance with IAS 34


1041 Date of Transaction

For the purposes of the pro forma consolidated income statements of the Group closing of theReorganization is assumed to have occurred as of April 1 2019 and for purposes of the pro forma consolidatedstatement of financial position of the Group it is assumed that closing of the Reorganization occurred as ofDecember 31 2020

1042 Vodafone Contracts

Due to the Reorganization each local Vantage Towers operating company entered into commercial serviceagreements with a corresponding local Vodafone operating company (ldquoVodafone Operatorrdquo) (the ldquoVodafoneContractsrdquo) being master services agreements entered into between members of the Vodafone Group andmembers of the Group in Germany Spain Greece Portugal the Czech Republic Romania Hungary andIreland (the ldquoVodafone MSAsrdquo) transitional services agreements in Germany Spain Portugal RomaniaHungary and Ireland (the ldquoTransitional Services Agreementsrdquo) and long-term services agreements inGermany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland (the ldquoLong-TermServices Agreementsrdquo) In Greece both long-term services and certain transitional services are provided underthe Long-Term Services Agreements Each local Vantage Towers operating company also entered into supportagreements with Vodafone in Germany Spain Greece Portugal the Czech Republic Romania Hungary andIreland (the ldquoSupport Agreementsrdquo) For the purposes of the pro forma adjustments outlined below it isassumed that for the pro forma consolidated income statements of the Group all agreements were in place atApril 1 2019 and their duration was two years at least unless stated otherwise For the purpose of the proforma adjustments outlined below it is assumed that for the pro forma consolidated statement of financialposition of the Group an effective date of December 31 2020 is used for each relevant agreement

10421 Master Services Agreement

Under the terms of each Vodafone MSA the Group receives captive tenant rental income from Vodafonefor the use of Passive Infrastructure and the provision of ancillary services

Energy revenue is also recognized by the Group for Sites (being the infrastructure (ldquoPassiveInfrastructurerdquo) on which customer equipment used to receive and transmit mobile networks signals(ldquoActive Equipmentrdquo) is mounted as well as its physical location (ldquoSitesrdquo)) with energy provision whererelevant being split into active and passive energy components

bull Active Energymdashconsumption based on estimated or metered usage of Vodafone Active EquipmentActive Energy costs are passed through to the Grouprsquos customers with no margin related revenue ispresented net of energy costs

bull Passive Energymdashfixed fee by Site type Passive Energy is presented on a gross basis


Under the terms of the Long-Term Services Agreements Vodafone provides certain maintenance andfunctional support services to the Group These may include certain local HR services administrative officepremises and facilities management local IT hardware and infrastructure systems and support vendormanagement for third party maintenance services and the pass-through of field maintenance services fromthird-party providers

The activities and services provided pursuant to each Long-Term Services Agreement are presently notprovided for within the functional capabilities of the respective local Vantage Towers operating company andtherefore these agreements will have a continuing impact on the Grouprsquos income statement for the duration ofthe Long-Term Services Agreement


Under the terms of the Support Agreements Vodafone Group Services Limited (ldquoVGSLrdquo) supplies variouscentral group-wide support functions to each Group company This support includes (i) HR services

63

(ii) finance services (iii) technology and IT services and (iv) other group support function services andincludes Vodafone shared services where relevant VGSL also facilitates the charging of certain insurancepremiums outside of the Support Agreement mechanism

The cost of services provided pursuant to the Support Agreements are charged at cost plus a mark-up Itshould be noted that they are separate and distinct from the transaction-related costs

10424 Transitional Services Agreements

Under the terms of each Transitional Services Agreement a corresponding Vodafone Operator hascontracted to provide certain administrative services and resources to the respective local Vantage Towersoperating company during a transitional period while such services and capabilities are established by andormigrated to the Group Each Transitional Services Agreement entered into governs the provision of staffingand resources principally in relation to finance HR infrastructure operations IT and legal functions during thetransitional period

The pro forma adjustments made for the Transitional Services Agreements are not material to the GroupUpon their expiration or termination the Transitional Services Agreements will be replaced by internalprocesses or third-party services

1043 Contractual Arrangements with Wind Hellas and Victus

Additional contractual arrangements have been entered into in Greece with Wind HellasTelecommunications SA (ldquoWind Hellasrdquo) and Victus Networks SA (ldquoVictusrdquo) being the master servicesagreement with Wind Hellas and services agreements with Wind Hellas and Victus

The master services agreement with Wind Hellas is the same in nature as the Vodafone MSA described inldquo10421 Master Services Agreementrdquo the Group receives captive tenant rental income from Wind Hellas foruse of Passive Infrastructure and the provision of ancillary services Passive energy revenue is also recognizedby the Group for Sites in line with passive energy described in ldquo10421 Master Services Agreementrdquo

Under the terms of the services agreements Victus and Wind Hellas will provide certain maintenance andfunctional support services to the Group

1044 Transaction-Related Effects on Costs

The Group employed 421 full time employees for the purposes of this pro forma adjustment the cost ofthese employees has been included from April 1 2019 Other general and administrative costs and head officecosts that have been identified in the organizational design have been included where factually supportable

1045 Other MNOs

Due to the Reorganization certain contracts are renegotiated or compensation mechanisms are agreed inrelation to arrangements with mobile network operators (ldquoMNOsrdquo) other than Vodafone to uplift rates such thatthe Group is made whole for the provision of tower hosting services

1046 Joint Ventures and Equity Investments

As a result of the Reorganization the results of INWIT are reflected in the unaudited condensed combinedinterim financial statements of the Group as of and for the three months ended December 31 2020 prepared inaccordance with IAS 34 and as included in ldquo25 Financial Informationrdquo from November 19 2020 toDecember 31 2020 The results of Cornerstone are not reflected in such financial statements

For the pro forma consolidated income statement of the Group for the twelve months ended March 312020 the adjustment for INWIT comprises the net share of profits for the period from January 1 2019 toDecember 31 2019 and for Cornerstone for the period from April 1 2019 to March 31 2020 For the proforma consolidated income statement of the Group for the nine months ended December 31 2020 thisadjustment comprises the net share of profits for the period from April 1 2020 to November 18 2020 forINWIT and from April 1 2020 to December 31 2020 for Cornerstone

For the pro forma consolidated statement of financial position of the Group as of December 31 2020 theadjustment comprises the net investment of Cornerstone

64

The shareholdings in INWIT and Cornerstone are presented on a basis consistent with the accountingpolicies adopted by the Group following the Reorganization presenting the shareholdings under the equitymethod of accounting as per IAS 28 Investments in associates and joint ventures

1047 Greece

As part of the Reorganization Vodafone-Panafon Hellenic Telecommunications Company SA (ldquoVodafoneGreecerdquo) transferred its Passive Infrastructure business to Vodafone Greece Towers SA (ldquoVodafone GreekTowerCordquo) and Wind Hellas transferred its Passive Infrastructure business to Crystal Almond Towers SingleMember SA (ldquoWind Hellas Greek TowerCordquo) After Vantage Towers Greece was incorporated VEBV andCrystal Almond contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCorespectively to Vantage Towers Greece For the purpose of the pro forma consolidated income statements ofthe Group the historical financial information directly attributable to the Passive Infrastructure assets ofVodafone Greece and Wind Hellas is brought into the results as a pro forma adjustment The adjustmentreflects the historical results directly attributable to the tower infrastructure assets as if under common controlfrom April 1 2019 as well as the acquisition of 100 of the shares of Wind Hellas as if it closed on April 12019

Vodafone Greece and Wind Hellas each own 50 of Victus a joint venture to share radio-access network(ldquoRANrdquo) infrastructure As part of the Reorganization Victus will transfer its Passive Infrastructure business toVantage Towers Greece For the purpose of the pro forma consolidated income statements of the Group thehistorical financial information directly attributable to the tower infrastructure assets of Victus has been treatedas under control from April 1 2019

The information regarding the income statement includes directly attributable expenses of the historicalfinancial information to the tower infrastructure (eg other operating expenses and depreciation andamortization) as well as revenues with third parties (not including intercompany revenues with Vodafone andrecharges between Wind Hellas and Vodafone)

1048 Ground Lease Liability

As the Group has entered into the Vodafone MSAs each with an initial term of eight years it isconsidered reasonably certain that renewal clauses which are unilaterally enforceable by the Group will beexercised to ensure that the tower assets are available for the duration of the terms of the Vodafone MSAs

A pro forma adjustment has been calculated in order to quantify the impact of the reassessment on theIFRS 16 lease liability right of use asset and associated depreciation and interest The adjustment was basedupon the lease term reassessment on the respective effective dates of the Vodafone MSAs and reflectedretrospectively from April 1 2020 for the purposes of the preparation of the pro forma consolidated incomestatement of the Group for the nine months ended December 31 2020 only as recording the adjustmentretrospectively to April 1 2019 could not be calculated on a basis that was factually supportable andcomparable

1049 Extension of the Useful Economic Lives of Tower Assets

The useful economic lives of the tower assets were re-estimated as at April 1 2020 to reflect the period oftime that the towers are expected to operate On average the lives of the towers were extended between 10 to15 years For the purposes of the pro forma the effect of extending the useful economic lives of the towers hasbeen calculated from April 1 2020 and recorded retrospectively to April 1 2019

10410 TransactionmdashRelated Financing

This adjustment to net finance (costs)income reflects the cost of a facility with Vodafone Investmentsentered into on November 20 2020 (the ldquoVodafone Investments Facilityrdquo)

For the purposes of the Unaudited Pro Forma Financial Information the Group has assumed that theborrowings under the Vodafone Investments Facility would have remained unchanged during the nine monthsended December 31 2020 and the twelve months ended March 31 2020

The pro forma consolidated income statement of the Group interest expense has been adjusted as followsbased on the abovementioned Vodafone Investments Facility Interest expense has been calculated using aneffective interest rate of 074 This interest will have a continuing impact on the Grouprsquos income statementuntil the borrowings under the Vodafone Investments Facility have been repaid in full

65

10411 Non-Recurring Expenses Arising from the Reorganization

Non-recurring expenses arising from the Reorganization to the extent not borne or reimbursed byVodafone are assumed to be borne by the Group as of March 31 2019

105 Pro Forma Consolidated Income Statement of the Group for the Twelve Months Ended March 312020

The table below sets forth the pro forma consolidated income statement of the Group for the twelvemonths ended March 31 2020

Twelve months ended March 31 2020Unconsolidated

incomestatement of

VantageTowers AG

SelectedTowers

BusinessFinancial

Information(1)


information

Totalpro forma

adjustments

Proformanotes


incomestatement

(audited) (unaudited) (unaudited) (unaudited) (unaudited)(EUR millions)

Revenue mdash 95 95 850 (a)(b) 945Maintenance costs mdash (33) (33) (2) (a)(e) (35)Staff costs mdash mdash mdash (38) (a)(c) (38)

Other operating expenses mdash (139) (139) 81(a)(c)(e) (58)

Depreciation on lease-related right of use assets mdash (202) (202) (59) (c)(e) (261)Depreciation on otherproperty plant andequipment mdash (102) (102) (3) (e)(f) (105)Operating profit(loss) mdash (381) (381) 829 448Share of results of equityaccounted joint ventures mdash mdash mdash 15 (d) 15Interest on lease liabilities mdash (22) (22) (8) (e) (30)Other finance costs mdash mdash mdash (16) (g) (16)Other expenses mdash mdash mdash mdash mdashProfit(loss) before tax mdash (403) (403) 821 417Income tax expense mdash mdash mdash (103) (h) (103)Profit(loss) for the period mdash (403) (403) 718 314

Note

(1) Towers Business refers to the business carried out by Vodafonersquos European tower infrastructure assets in Germany SpainPortugal the Czech Republic Romania Hungary and Ireland prior to their separation into Vantage Towers


The ldquoSelected Towers Business Financial Informationrdquo column represents the historical operating resultswith third parties in the countries in which the Group operates The following table sets forth the breakdown of

66

the historical results for the countries in which the Towers Business operated for the twelve months endedMarch 31 2020


Germany Spain Greece(2)Other

EuropeanMarkets Total


Revenue(1) 57 22 mdash 16 95Maintenance costs (23) (6) mdash (4) (33)Staff costs mdash mdash mdash mdash mdashOther operating expenses (81) (22) mdash (36) (139)Depreciation on lease-related right ofuse assets (87) (60) mdash (55) (202)Depreciation on other property plantand equipment (57) (12) mdash (33) (102)Operating profit(loss) (191) (78) mdash (112) (381)Share of results of equity accountedjoint ventures mdash mdash mdash mdash mdashInterest on lease liabilities (11) (5) mdash (6) (22)Other finance costs mdash mdash mdash mdash mdashOther income(expense) mdash mdash mdash mdash mdashProfit(loss) before tax (202) (83) mdash (118) (403)Income tax expense mdash mdash mdash mdash mdashProfit(loss) for the period (202) (83) mdash (118) (403)

Notes


Selected Towers BusinessFinancial Information forthe twelve months ended

March 31 2020(a)


Macro Site revenue 95Other rental revenue 0Recharged capital expenditure revenue mdashEnergy and other revenue mdash

Revenue 95

Note

(a) All revenue related to the Selected Towers Business Financial Information for the twelve months ended March 31 2020 isfrom customers other than Vodafone

(2) The historical financial information of Vantage Towers Greece is not included in the Selected Towers Business Financial InformationThe historical financial information directly attributable to the Passive Infrastructure assets of Vodafone Greece and Wind Hellas isbrought into the results as a pro forma adjustment

67


The pro forma adjustments (column ldquoTotal pro forma adjustmentsrdquo) have been made to the Grouprsquoshistorical operating performance for the twelve months ended March 31 2020 to show the effects of theagreements with Vodafone including the Vodafone MSAs and the Long-Term Services Agreements in eachoperating country and other adjustments described in section ldquo104 Pro Forma Assumptionsrdquo


Pro formaGermany

adjustments

Pro formaSpain

adjustments

Pro formaGreece

adjustments

Pro formaOther

EuropeanMarkets

adjustments

Total proforma


notes(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

(EUR millions)Revenue 405 137 126 182 850 (a) (b)Maintenance costs (1) (0) (2) 1 (2) (a) (e)Staff costs (22) (5) (4) (7) (38) (a) (c)Other operatingexpenses 56 13 (7) 20 81 (a) (c) (e)Depreciation on lease-related right of useassets (3) (3) (52) (1) (59) (c) (e)Depreciation on otherproperty plant andequipment 2 2 (9) 2 (3) (e) (f)Operating profit 437 144 52 197 829Share of results ofequity accounted jointventures(1) mdash mdash mdash mdash 15 (d)Interest on leaseliabilities mdash mdash (8) mdash (8) (e)Other finance costs(2) mdash mdash mdash mdash (16) (g)Other income(expense) mdash mdash mdash mdash mdashProfit before tax 437 144 44 197 821Income tax (expense)credit (64) (15) (9) (15) (103) (h)Profit for the period 373 129 35 182 718

Notes

(1) Share of results of equity accounted joint ventures of EUR 15 million described at ldquo1051(d) Selected Towers Business FinancialInformationrdquo has not been allocated to a segment and has only been considered in the consolidated total

(2) Other finance costs of EUR 16 million described at ldquo1051(g) Selected Towers Business Financial Informationrdquo has not beenallocated to a segment and has only been considered in the consolidated total

(a) Recognition of revenue and costs arising from the Vodafone Contracts contractual arrangements withWind Hellas and Victus The following table sets forth the breakdown of the pro forma adjustmentsin revenue and costs

Twelve monthsended


(EUR millions)Revenue from MSAs 847Maintenance costs (1)Staff costs 1Other operating expenses(1) 102

Note

(1) Other operating expenses decreased by EUR 102 million due to the recognition of Active Energy revenue in theMSAs which is recognized net against energy cost

68


Twelve monthsended


(EUR millions)Macro Site revenue(1) 740Other rental revenue(2) 29Energy and other revenue(3) 20Recharged capital expenditure revenue(4) mdashRevenue from Vodafone MSAs 789Macro Site revenue 52Other rental revenue 4Energy and other revenue 2Recharged capital expenditure revenue mdashRevenue from Wind Hellas MSA 58Total revenue from MSAs 847

Notes

(1) Macro Site (being the physical infrastructure either ground-based or located on the top of a building wherecommunications equipment is placed to create a cell in a mobile network (ldquoMacro Siterdquo)) revenue represents revenueearned from renting space and providing services to customers on Macro Sites

(2) Other rental revenue represents revenue earned from renting space and providing services to tenants on Micro Sites(being distributed antenna systems Sites repeater Sites and Small Cell Sites (ldquoMicro Sitesrdquo))

(3) Energy and other revenue represents revenue earned from Passive Energy service charges and a de minimis amount oflicensing revenue in Greece


(b) Recognition of rental revenue arising from the agreement of contracts with MNOs other thanVodafone and Wind Hellas amounted to EUR 3 million all of which relates to Macro Sites

(c) Recognition of staff costs arising from the Reorganization amounts to EUR 39 million Otheroperating expenses arising from the Reorganization amounted to EUR 18 million EUR 8 millionrelated to increased depreciation on other property plant and equipment as a result of theReorganization

(d) This adjustment comprises the Grouprsquos share of results of equity accounted joint ventures INWITand Cornerstone as follows

i for INWIT the Grouprsquos share of results is calculated by multiplying the Grouprsquos 332 equityinterest to the pro forma net profit of INWIT for the period from January 1 2019 toDecember 31 2019 and adjusted to reflect purchase price allocation adjustments in accordancewith IFRS 3 Business Combinations and

ii for Cornerstone the Grouprsquos share of results is calculated by multiplying the Grouprsquos 50equity interest to the pro forma net profit of Cornerstone for the period from April 1 2019 toMarch 31 2020

INWIT

A 375 shareholding in INWIT was part of the consideration of the merger of Vodafonersquos PassiveInfrastructure in Italy with INWIT which closed at the end of March 2020 This shareholding was subsequentlysold down by Vodafone to the current 332 Since the underlying assumption of this Unaudited Pro FormaFinancial Information is that the contribution of the INWIT shareholding from Vodafone had taken place atApril 1 2019 the first step is to prepare a pro forma financial information of INWIT assuming that the mergerof Vodafonersquos Passive Infrastructure in Italy with INWIT had taken place as of April 1 2019

INWIT prepared a prospectus dated June 10 2020 covering the admission of INWIT shares to tradingThe pro forma consolidated income statement in the INWIT prospectus represents INWITrsquos financialperformance for the twelve months ended December 31 2019 combined with the Vodafone Towers Italy carve

69

out financial information and adjusted to reflect the combined performance of the combined group as thoughthe INWIT transaction had taken place as of January 1 2019 and were calculated as follows


December 312019(1)


Revenue 745Operating expenses (63)Operating profit or loss before amortization depreciation capital gains(losses)and reversals(write-downs) of non-current assets (EBITDA) 682Amortization depreciation capital gains(losses) on disposals and write-downs of non-current assets (251)Operating profit (EBIT) 431Finance expense (90)Finance income 1Profit before taxation 342Income tax (127)Profit for the period 215

Note

(1) INWITrsquos pro forma income statement for the twelve months ended December 31 2019 has been extracted from the pro formaincome statement in the INWIT prospectus for the merger of Vodafone Towers Italy into INWIT dated June 10 2020

Following the merger and the acquisition of shares in INWIT as of April 1 2020 a purchase priceallocation exercise was performed in accordance with IFRS 3 which resulted in inter alia an increase inproperty plant and equipment and intangible asset values and a corresponding increase in depreciation andamortization charges (EUR 229 million) and a decrease in finance expense (EUR 4 million) Based on the tableabove these effects from the Purchase Price Allocation (ldquoPPArdquo) and the associated tax effect are included as afurther pro forma adjustment and therefore the Grouprsquos pro forma share of INWIT profits for the period fromApril 1 2019 to March 31 2020 is calculated as follows


December 312019 (adjusted

for PPA)(1)


Revenue 745Operating expenses (63)Operating profit or loss before amortization depreciation capital gains(losses)and reversals(write-downs) of non-current assets (EBITDA) 682Amortization depreciation capital gains(losses) on disposals and write-downs of non-current assets (480)Operating profit (EBIT) 202Finance expense (86)Finance income 1Profit before tax 117Income taxes (71)Profit for the period 45

Share of net income (332 ownership interest) 15

Note

(1) Due to the three-month difference between the balance sheet dates of the Group and INWIT the financial data in the table aboveare used as a basis for the preparation of Grouprsquos pro forma share of INWIT net profit for the period from April 1 2019 toMarch 31 2020

70

Cornerstone

The Grouprsquos pro forma share of Cornerstonersquos profits is calculated as follows

Total Cornerstonepro forma twelve

months endedMarch 31 2020

(unaudited)(EUR millions)(1)

Revenue(2) 388Operating expenses (119)Restructuring costs (2)Depreciation on lease-related right of use assets (126)Depreciation on other property plant and equipment (114)Operating profit 28Interest on lease liabilities (14)Interest on subleases 9Gain on derecognition of leases 4Finance costs (7)Profit before taxation 20Current tax (4)Deferred tax (17)Net profit (1)

Share of net income (0)

Notes

(1) The Cornerstone financial information has been converted from GBP to EUR using an average ratio for the twelve months endedMarch 31 2020 of 08940 GBPEUR

(2) Revenue includes pass through revenue consisting of recovery of business rates passed through to the tenants of EUR 75 million

The historical financial information used as the basis for the pro forma financial information for the twelvemonths ended March 31 2020 presented above has been extracted from the Cornerstone annual report for thetwelve months ended March 31 2020 Pro forma adjustments have been made to present the material effects ofthe MSAs between Cornerstone and Vodafone UK and Cornerstone and Telefoacutenica UK Limited (ldquoTelefoacutenicaUKrdquo) as if they were in place for the twelve months ended March 31 2020 These adjustments reflect therevenue from the anchor tenants based on the terms of the MSAs that are in place including the anchor tenantrental income from Vodafone UK and Telefoacutenica UK A further pro forma adjustment has been made to reflectthe impact of the refinancing of the shareholderrsquos loan from a settlement agreement dated January 7 2021between Cornerstone Telefoacutenica UK and Vodafone UK (the ldquoSettlement Agreementrdquo) on finance costs

71

(e) Recognition of Vodafone Greece Wind Hellas and Victus historical financial information directlyattributable to the tower infrastructure assets

Twelvemonthsended

March 312020

Twelvemonthsended

December 312019

Twelvemonthsended

December31 2019

Pro formatwelvemonthsended

March 312020

VodafoneGreek

TowerCo

Wind HellasGreek





(EUR millions)Revenue 5 4 (9) mdash mdashMaintenance costs (1) (1) mdash mdash (2)Staff costs mdash mdash mdash mdash mdashOther operating expenses mdash (4) mdash mdash (4)Depreciation on lease-relatedright of use assets (25) (19) mdash (5) (49)Depreciation on other propertyplant and equipment (8) (4) mdash mdash (12)Operating profit(loss) (29) (24) (9) (5) (67)Share of results of equityaccounted joint ventures mdash mdash mdash mdash mdashInterest on lease liabilities (2) (5) mdash (1) (8)Other finance costs mdash mdash mdash mdash mdashOther expenses mdash mdash mdash mdash mdashProfit(loss) before tax (31) (29) (9) (6) (75)Income tax (expense)credit mdash mdash mdash mdash mdashProfit(loss) for the period (31) (29) (9) (6) (75)

(f) Recognition of the increase in the useful economic life of the tower assets amounting to a EUR 9 milliondecrease in depreciation on other property plant and equipment

(g) Recognition of finance arrangements to finance the transaction described above amounting to an increaseof finance costs of EUR 16 million applying the effective interest rate of 074 on gross debt ofEUR 2290 million

(h) Recognition of tax effects on the adjustments described above amounting to an increase of income taxesof EUR 103 million applying the effective tax rate of 26 for the Group

72

106 Pro Forma Consolidated Income Statement of the Group for the Nine Months EndedDecember 31 2020

The table below sets forth the pro forma consolidated income statement of the Group for the nine monthsended December 31 2020


statementfor the

six monthsended

September 302020


statementfor the three

monthsended

December 312020



monthsended

December 312020



monthsended

December 312020



monthsended

December 312020

Totalpro forma


notes


incomestatement

for the ninemonthsended

December 312020

(audited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)(EUR millions)

Revenue 265 211 476 14 490 235 (a)(b) 725Maintenance costs (10) (10) (21) (4) (25) (3) (a)(c)(e) (28)Staff costs (6) (6) (12) mdash (12) (17) (a)(c) (29)Other operating expenses (18) (15) (33) (27) (60) 12 (a)(c)(e) (48)Depreciation on lease-relatedright of use assets (61) (50) (110) (34) (144) (39) (e)(g) (183)Depreciation on other propertyplant and equipment (29) (22) (51) (20) (71) (4) (e)(f) (75)

Operating profit(loss) 142 108 250 (72) 178 185 363Share of results of equityaccounted joint ventures mdash 2 2 mdash 2 1 (d) 3Interest on lease liabilities (19) (14) (32) (3) (35) (6 ) (e)(g) (41)Other finance costs (0) (3) (3) mdash (3) (9) (h) (12)Other expenses (1) (25) (25) mdash (25) (0) (25)

Profit(loss) before tax 122 69 191 (75) 117 171 288Income tax(expense)credit (34) (19) (52) mdash (52) (21) (i) (74)

Profit(loss) for the period 88 50 138 (75) 64 150 214

73

1061 Towers Business Financial Information for the nine months ended December 31 2020

The ldquoTowers Business financial information for the nine months ended December 31 2020rdquo columnrepresents the historical operating results of the Towers Business with third parties in the countries in which theGroup operates until the date of each businessrsquo legal separation from Vodafone The following table sets forththe breakdown of the historical results for the countries in which the Towers Business operated for the ninemonths ended December 31 2020





Revenue 9 mdash mdash 5 14Maintenance costs (3) mdash mdash (2) (4)Staff costs mdash mdash mdash mdash mdashOther operating expenses (12) mdash mdash (15) (27)Depreciation on lease-related right ofuse assets (14) mdash mdash (20) (34)Depreciation on other property plantand equipment (10) mdash mdash (10) (20)Operating profit(loss) (30) mdash mdash (42) (72)Share of results of equity accountedjoint ventures mdash mdash mdash mdash mdashInterest on lease liabilities (0) mdash mdash (3) (3)Other finance costs mdash mdash mdash mdash mdashOther expenses mdash mdash mdash mdash mdashProfit(loss) before tax (30) mdash mdash (45) (75)Income tax (expense)credit mdash mdash mdash mdash mdashProfit(loss) for the period (30) mdash mdash (45) (75)

Note


Towers BusinessFinancial Informationfor the nine monthsended December 31

2020(a)


Macro Site revenue 14Other rental revenue 0Recharged capital expenditure revenue mdashEnergy and other revenue mdashRevenue 14

Note

(a) All revenue related to the Selected Towers Business Financial Information for the nine months ended December 31 2020 isfrom customers other than Vodafone

74

1062

Totalhistorical

financial

inform

ationforthenine

monthsendedDecem

ber312

020

TheldquoTotal

historical

financial

informationforthenine

monthsendedDecem

ber312020rdquocolumnrepresents

thetotalof


income

statem

entfor

thesixmonthsendedSeptem

ber302020


incomestatem

entfor

thethreemonthsendedDecem

ber312020andtheTowers

Businessfinancialinformationdescribed

atldquo1061TowersBusinessFinancialInformationfortheninemonthsendedDecember312020rdquoT

hefollowingtablesetsforth

the

breakdow

nof

thetotalforthenine

monthsendedDecem

ber312

020

Germany

Spain

Greece

Other

EuropeanMarkets

Total

Condensed

combined

interim

income

statem

ent

forthesix

months

ended

Septem

ber30

2020

Condensed

combined

interim

income

statem

ent

forthe

three

months

ended

Decem

ber31

2020

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Total

forthe

nine

months

ended

Decem

ber31

2020

Condensed

combined

interim

income

statem

ent

forthe

six

months

ended

Septem

ber30

2020

Condensed

combined

interim

income

statem

ent

forthe

three

months

ended

Decem

ber31

2020

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Total

forthe

nine

months

ended

Decem

ber31

2020

Condensed

combined

interim

income

statem

ent

forthe

six

months

ended

Septem

ber30

2020

Condensed

combined

interim

income

statem

ent

forthe

three

months

ended

Decem

ber31

2020

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Total

forthe

nine

months

ended

Decem

ber31

2020

Condensed

combined

interim

income

statem

ent

forthe

six

months

ended

Septem

ber30

2020

Condensed

combined

interim

income

statem

ent

forthe

three

months

ended

Decem

ber31

2020

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Total

forthe

nine

months

ended

Decem

ber31

2020

Total

historical

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Revenue

161

119

9289

7942

mdash121

mdash8

mdash8

2542

572

490

Maintenance

costs

(8)

(8)

(3)

(19)

(2)

(1)

mdash(4)

mdash(0)

mdash(0)

(0)

(1)

(2)

(2)

(25)

Staffcosts

(4)

(4)

mdash(8)

(1)

(1)

mdash(2)

mdash(0)

mdash(0)

(1)

(1)

mdash(2)

(12)

Other

operatingexpenses

(11)

(9)

(12)

(32)

(5)

(2)

mdash(7)

mdash(1)

mdash(1)

(2)

(4)

(15)

(21)

(60)

Depreciationon

lease-relatedright

ofuse

assets

(28)

(23)

(14)

(64)

(25)

(13)

mdash(38)

mdash(2)

mdash(2)

(7)

(12)

(20)

(39)

(144)

Depreciationon

otherpropertyplantand

equipm

ent

(20)

(13)

(10)

(43)

(5)

(3)

mdash(8)

mdash(1)

mdash(1)

(3)

(5)

(10)

(19)

(71)

Operatin

gprofit(loss)

9062

(30)

123

4122

mdash63

mdash4

mdash4

1120

(42)

(11)

178

Shareof

results

ofequity

accountedjoint

ventures(1)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

2Intereston

leaseliabilities

(6)

(5)

(0)

(12)

(11)

(5)

mdash(17)

mdash(0)

mdash(0)

(1)

(3)

(3)

(6)

(35)

Other

finance

cost(2)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

(3)

Other

expenses

(1)

(12)

mdash(13)

mdash(4)

mdash(4)

mdash(3)

mdash(3)

mdash(5)

mdash(5)

(25)

Profit(loss)before

tax

8345

(30)

9830

12mdash

42mdash

0mdash

010

12(45)

(23)

117


(25)

(13)

mdash(38)

(8)

(3)

mdash(11)

mdash(0)

mdash(0)

(1)

(2)

mdash(3)

(52)


5832

(30)

6022

9mdash

31mdash

0mdash

09

10(45)

(26)

64

Notes

(1)

Shareof

results

ofequity


ofEU

R2millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

(2)

Other

finance

costsof

EUR3millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

75

(3)


nof

revenueby

service

Interim

combined

income

statem

entfor

thesixmonths

ended

Septem

ber30

2020

(a)

Interim

combined

income

statem

entfor

thethree

monthsended

Decem

ber31

2020

(b)

Selected

income

statem

ent

lineitems

ofthe

Towers

Business(c

)

Totalfor

thenine

months

ended

Decem

ber31

2020

(audited)

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Macro

Siterevenue

257

201

14472

Other

rentalrevenue

24

06

Energy

andotherrevenue

55

010

Recharged

capitalexpenditure

02

02

Revenue

265

211

14490

Notes

(a)

EUR232millionof

revenuein

theinterim


entforthesixmonthsendedSeptem

ber302

020isrelatedto

Vodafone

(b)

EUR187millionof

revenuein

theinterim


entforthethreemonthsendedDecem

ber312

020isrelatedto

Vodafone

(c)

EUR14

millionof

revenuein

theselected

incomestatem

entlineitemsof

theTowersBusinessisrelatedto

custom

ersotherthan

Vodafone

76


The following pro forma adjustments (column ldquoTotal pro forma adjustmentsrdquo) have been made to theaggregated income statement of Vantage Towers (column ldquoTotal income statement for the nine months endedDecember 31 2020rdquo) for the nine months ended December 31 2020


Pro formaGermany

adjustments

Pro formaSpain

adjustments

Pro formaGreece

adjustments

Pro formaOther

EuropeanMarkets

adjustments

Totalpro forma


note(unaudited)

(EUR millions)Revenue 69 mdash 86 79 235 (a) (b)Maintenance costs (1) (1) (1) (0) (3) (a) (c) (e)Staff costs (8) (2) (2) (4) (17) (a) (c)Other operatingexpenses 9 1 (6) 9 12 (a) (c) (e)Depreciation on lease-related right of useassets (2) mdash (35) (2) (39) (e) (g)Depreciation on otherproperty plant andequipment 2 mdash (7) 2 (4) (e) (f)Operating profit(loss) 69 (2) 35 83 185Share of results ofequity accounted jointventures(1) mdash mdash mdash mdash 1 (d)Interest on leaseliabilities mdash mdash (6) 1 (6) (e) (g)Other interest(2) mdash mdash mdash mdash (9) (h)Other expense 0 (0) mdash (0) (0)Profit(loss) before tax 68 (2) 29 84 171Income tax (expense)credit (9) 1 (6) (6) (21) (i)Profit(loss) for theperiod 59 (1) 23 78 150

Notes

(1) Share of results of equity accounted joint ventures of EUR 2 million described at ldquo1061(d) Towers Business FinancialInformation for the nine months ended December 31 2020rdquo has not been allocated to a segment and has only been considered inthe consolidated total

(2) Other finance costs of EUR 9 million described at ldquo1061(g) Towers Business Financial Information for the nine months endedDecember 31 2020rdquo has not been allocated to a segment and has only been considered in the consolidated total

(a) Recognition of revenue and costs arising from the Vodafone Contracts contractual arrangements withWind Hellas and Victus The following tables set forth the breakdown of the pro forma adjustmentsin revenue and costs

Nine monthsended

December 312020


Revenue from MSAs 233Staff costs 0Maintenance costs 1Other operating expenses(1) 21

Note

(1) Other operating expenses decreased by EUR 21 million due to the recognition of active energy revenue in theVodafone MSAs which is recognized against energy cost

77


Nine monthsended

December 312020


Macro Site revenue(1) 172Other rental revenue(2) 12Energy and other revenue(3) 5Recharged capital expenditure(4) 0Revenue from Vodafone MSAs 189Macro Site revenue 39Other rental revenue 3Energy and other revenue 2Recharged capital expenditure 0Revenue from Wind Hellas MSA 44Total revenue from MSAs 233

Notes

(1) Macro Site revenue represents revenue earned from renting space and providing services to customers on Macro Sites

(2) Other rental revenue represents revenue earned from renting space and providing services to tenants on Micro Sites

(3) Energy and other revenue represents revenue earned from passive energy service charges and a de minimis amount oflicensing revenue in Greece


(b) Recognition of rental revenue arising from the agreement of contracts with MNOs other thanVodafone amounting to EUR 2 million all of which relates to Macro Sites

(c) Recognition of staff costs arising from the Reorganization amounting to EUR 17 million and otheroperating expenses arising from the Reorganization amounting to EUR 4 million Reclassification ofEUR 4 million from other operating expenses to maintenance costs

(d) This adjustment comprises the share of results of equity accounted joint ventures INWIT andCornerstone as follows

i for INWIT the Grouprsquos share of results is calculated by multiplying the Grouprsquos 332 equityinterest to the pro forma net profit of INWIT for the period from January 1 2020 toSeptember 30 2020 and adjusted to reflect purchase price allocation adjustments in accordancewith IFRS 3 Business Combinations and

ii for Cornerstone the Grouprsquos share of results is calculated by multiplying the Grouprsquos 50equity interest to the pro forma net profit of Cornerstone for the period from April 1 2020 toDecember 31 2020

INWIT

A 375 shareholding in INWIT was part of the consideration for the merger of Vodafonersquos PassiveInfrastructure in Italy with INWIT which closed on March 31 2020 This shareholding was subsequentlysold down by Vodafone to the current 332 stake Since the underlying assumption of this Unaudited ProForma Financial Information is that the contribution of the INWIT shareholding from Vodafone had taken

78

place at April 1 2019 the first step is to prepare pro forma financial information of INWIT assuming thatthe merger of Vodafonersquos Passive Infrastructure in Italy with INWIT had taken place as of April 1 2019

INWITpro forma

nine monthsended

September 302020(1)(2)(3)


Revenue(4) 561Operating expenses(5) (46)Operating profit or loss before amortization depreciation capital gains(losses)and reversals (write-downs) of non-current assets (EBITDA)(5) 515Amortization depreciation capital gains(losses) on disposals and write-downs ofnon-current assets(5) (255)Operating profit (EBIT)(4) 260Finance expenses(6) (57)Finance income mdashProfit before tax 203Income taxes (60)Profit for the period(7) 136

Notes

(1) The merger of Vodafone Towers Italy into INWIT was effective March 31 2020 INWITrsquos pro forma income statementhas been estimated from INWITrsquos reported results for the nine months ended September 30 2020 adjusted to reflectthe combined financial performance of INWIT and Vodafone Towers Italy as if the transaction had occurred onJanuary 1 2019


(3) Pro forma data for the period January 1 2020 to March 31 2020 are taken or derived from INWITrsquos disclosures onpro forma revenue of EUR 561 million and pro forma EBIT of EUR 260 million for INWIT and Vodafone TowersItaly on a combined basis for the nine-month period from January 1 2020 to September 30 2020 as disclosed inINWITrsquos interim report as at September 30 2020 and historical income statement data as disclosed in INWITrsquos interimreports as at March 31 2020 and September 30 2020

(4) Pro forma data for the period January 1 2020 to March 31 2020 taken from INWITrsquos disclosures on pro formarevenue of EUR 561 million and pro forma EBIT of EUR 260 million for INWIT and Vodafone Towers Italy on acombined basis for the nine-month period from January 1 2020 to September 30 2020 as disclosed in INWITrsquosinterim report as at September 30 2020

(5) Pro forma operating expenses pro forma operating profit or loss before amortization depreciation capital gains(losses)and reversals(write-downs) of non-current assets and pro forma amortization depreciation capital gains(losses) ondisposals and write-downs of non-current assets for the period January 1 2020 to March 31 2020 have been calculatedbased on the ratio of INWITrsquos pro forma revenue of EUR 561 million and pro forma EBIT of EUR 260 million forINWIT and Vodafone Towers Italy on a combined basis for the nine-month period from January 1 2020 toSeptember 30 2020 as disclosed in INWITrsquos interim report as at September 30 2020

(6) Pro forma finance expenses for the period is calculated by subtracting finance expenses for the three-month periodJanuary 1 2020 to March 31 2020 from finance expenses for the nine-month period January 1 2020 to September 302020 as disclosed in INWITrsquos interim reports as at March 31 2020 and September 30 2020 respectively divided by 2(quarters) and multiplied by 3 (quarters)

(7) Pro forma profit for the period has been calculated by applying the average net income to EBIT ratio reported for thesecond quarter and third quarter of 2020 to INWITrsquos pro forma EBIT of EUR 260 million for INWIT and VodafoneTowers Italy on a combined basis for the nine-month period January 1 2020 to September 30 2020 as disclosed inINWITrsquos interim report as at September 30 2020

Following the merger and the acquisition of shares in INWIT as of April 1 2020 a purchase priceallocation exercise was performed in accordance with IFRS 3 which resulted in inter alia an increase inproperty plant and equipment and intangible asset values and a corresponding increase in depreciation andamortization charges (EUR 113 million) as well as an increase finance expense (EUR 41 million) Basedon the table above the resulting additional expenses from the purchase price allocation and the associated

79

tax effect are included as a further pro forma adjustment and therefore the Grouprsquos pro forma share ofINWIT profits is calculated as follows

INWIT pro formanine months ended

September 302020

(adjusted for PPA)(unaudited)

(EUR millions)Revenue 561Operating expenses (46)Operating profit or loss before amortization depreciation capital gains(losses) and reversals(write-downs) of non-current assets (EBITDA) 515Amortization depreciation capital gains(losses) on disposals and write-downs ofnon-current assets (368)Operating profit (EBIT) 147Finance expenses (98)Finance income mdashProfit before tax 49Income taxes (24)Profit for the period 25

Share of net income (332 ownership interest) 8Share of net income recognized in the Grouprsquos unaudited condensed combinedinterim income statement for the three months ended December 31 2020(1) 2Pro forma share of net income recognized in the pro forma adjustment 6

Note


Cornerstone

The pro forma adjustments to the Grouprsquos share of Cornerstone profits are calculated as follows

Total Cornerstonepro forma

nine months endedDecember 31

2020(unaudited)

(EUR millions)Revenue 294Operating expenses (94)Restructuring costs (1)Depreciation on lease-related right of use assets (88)Depreciation on other property plant and equipment (86)Operating profit 24Interest on lease liabilities (18)Interest on subleases 6Gain on derecognition of leases mdashFinance costs (5)Profit before taxation 7Current tax (5)Deferred tax (11)Net profit (10)

Share of results (5)

Notes

(1) Revenue includes pass through revenue consisting of recovery of business rates passed through to the tenants ofEUR 63 million

(2) The financial information has been converted from GBP to EUR using a rate of 09058 GBPEUR

80

The summary historical financial information used as the basis for the pro forma financialinformation for the nine months ended December 31 2020 presented above has been extracted fromCornerstonersquos accounting records Pro forma adjustments have then been made to present the materialeffects of the MSAs between Cornerstone and Vodafone UK and Cornerstone and Telefoacutenica UK as if theywere in place for the nine months ended December 31 2020 These adjustments reflect the revenue fromthe anchor tenants based on the terms of the MSAs that are in place including the anchor tenant rentalincome from Vodafone UK and Telefoacutenica UK A further pro forma adjustment has been made to reflectthe impact of the Settlement Agreement on finance costs

A further pro forma adjustment has been made to reflect a reassessment of Cornerstonersquos leaseportfolio in line with IFRS 16 arising from implementation of the MSAs as of January 1 2021 as if suchreassessment has taken place as of April 1 2020

(e) Recognition of Vodafone Greece Wind Hellas and Victus historical financial information directlyattributable to the tower infrastructure assets has been summarized below

Nine monthsended

December 312020

Nine monthsended

September 302020

Nine monthsended

September 302020

Pro formanine months

endedDecember 31

2020

VodafoneGreek

TowerCo

WindHellas





(EUR millions)Revenue 4 4 (8) mdash mdashMaintenance costs (0) (0) mdash mdash (0)Staff costs mdash mdash mdash mdash mdashOther operating expenses (3) (3) mdash mdash (6)Depreciation on lease-relatedright of use asset (16) (15) mdash (4) (35)Depreciation on other propertyplant and equipment (5) (4) mdash mdash (9)Operating profit(loss) (20) (18) (7) (4) (49)Share of results of equityaccounted joint ventures mdash mdash mdash mdash mdashInterest on lease liabilities (1) (3) mdash (1) (5)Other finance costs mdash mdash mdash mdash mdashOther expenses mdash mdash mdash mdash mdashProfit(loss) before tax (21) (22) (7) (4) (54)Income tax expense mdash mdash mdash mdash mdashProfit(loss) for the period (21) (22) (7) (4) (54)

(f) Recognition of the increase in the useful economic life of the tower assets amounting toEUR 4 million related to depreciation on the lease-related right of use assets

(g) Recognition of the increase in ground lease liabilities amounting to EUR 3 million related todepreciation on the lease-related right of use assets and EUR 1 million on the interest on leaseliabilities

(h) Recognition of finance arrangements to finance the transaction described above amounting to anincrease of finance costs of EUR 9 million applying the effective interest rate of 074 on gross debtof EUR 2290 million EUR 3 million has been recognized in the unaudited condensed combinedinterim income statement for the three months ended December 31 2020

(i) Recognition of tax effects on the adjustments described above amounting to an increase of incometaxes of EUR 21 million applying the tax rate of 25 for the Group

81

107 Pro Forma Consolidated Statement of Financial Position of the Group as of December 31 2020

The table below sets forth the pro forma consolidated statement of financial position of the Group as ofDecember 31 2020

As of December 31 2020Condensedcombinedinterim

statementof financialposition ofthe Group

Totalpro forma


note


interimstatement

of financialposition


Non-current assetsGoodwill and intangible assets 3446 mdash 3446Property plant and equipment 2847 mdash 2847Investments in joint ventures 2918 346 (a) 3264Deferred tax assets 18 mdash 18Trade and other receivables 9 mdash 9

9239 346 9585Current assetsReceivables due from related parties 1127 (288) (b) 839Trade and other receivables 41 mdash 41Cash and cash equivalents 6 mdash 6

1175 (288) 887Total Assets 10414 58 10472EquityNet investment of parent 4948 113 (a) (b) 5061Non-controlling interests 55 (55) (b) mdashTotal Equity 5003 58 5061Non-current liabilitiesLease liabilities 1786 mdash 1786Provisions 309 mdash 309Post employment benefits 1 mdash 1Deferred tax liabilities 18 mdash 18Payables due to related parties 195 mdash 195Trade and other payables 3 mdash 3

2312 mdash 2312Current liabilitiesLease liabilities 263 mdash 263Current income tax liabilities 24 mdash 24Provisions 17 mdash 17Payables due to related parties 2633 mdash 2633Trade and other payables 160 mdash 160Overdrafts 3 mdash 3

3099 mdash 3099Total liabilities 5411 mdash 5411Total equity and liabilities 10414 58 10472

1071 Adjustments

The following pro forma adjustments (column ldquoTotal pro forma adjustmentsrdquo) have been made to thecondensed combined statement of financial position of the Group as of December 31 2020

(a) Vantage Towersrsquo investment in Cornerstone is recorded at deemed cost which is based on the book valueof net assets de-recognized by Vodafone UK on transfer under the pooling of interests method The

82

difference between the book value of Cornerstonersquos net assets and the consideration paid is recorded in netinvestment of parent

Vantage Towers acquired Vodafone UKrsquos investment in Cornerstone on January 14 2021 The proforma deemed cost of investment is calculated with reference to Cornerstonersquos reported balance sheet as ofDecember 31 2020 adjusted for

(i) the impact of the Settlement Agreement

(ii) the January 1 2021 lease term reassessment on its lease portfolio As Cornerstone has entered intoMSAs with Vodafone UK and Telefoacutenica UK effective from January 1 2021 each with a term ofeight years it is considered reasonably certain that renewal clauses will be exercised to ensure thatthe tower assets are available for the duration of the terms of the MSAs An adjustment has beencalculated in order to quantify the impact of the application of terms of the new MSA in particular tolease accounting under IFRS 16 and

(iii) certain balances due from Vodafone UK and Telefoacutenica UK as of December 31 2020 which are notrecoverable under the new MSAs

The financial information has been converted from GBP to EUR using a rate of 08951

(b) Recognition of call option granted by Crystal Almond to CTHC under the terms of a share purchaseagreement dated December 21 2020 to acquire the remaining 38 of Vantage Towers Greece fromCrystal Almond The adjustment recognizes cash paid of EUR 288 million currently held with VodafoneGroup as part of receivables due for related parties and elimination of non-controlling interest ofEUR 55 million and a decrease in net investment of parent of EUR 233 million

Duumlsseldorf February 14 2021

Vantage Towers AG

The Management Board

108 Examination Report

To Vantage Towers AG Duumlsseldorf

We have examined whether the pro forma financial information as of December 31 2020 of VantageTowers AG Duumlsseldorf (the ldquoCompanyrdquo) has been properly compiled on the basis stated in the pro formanotes and whether this basis is consistent with the accounting policies of the Company The pro forma financialinformation comprises a pro forma consolidated income statement for the period from April 1 2019 toMarch 31 2020 a pro forma consolidated income statement for the period from April 1 2020 to December 312020 a pro forma consolidated statement of financial position as of December 31 2020 as well as pro formanotes

The purpose of the pro forma financial information is to present the material effects the transactiondescribed in the pro forma notes would have had on the historical financial statements if the Company hadexisted in the structure created by the transaction throughout the entire reporting period of the pro formaconsolidated income statements or as of the reporting date of the pro forma consolidated statement of financialposition unless otherwise stated As pro forma financial information reflects a hypothetical situation it is notentirely consistent with the presentation that would have resulted had the relevant events actually occurred atthe beginning of the reporting period of the pro forma consolidated income statements or on the reporting dateof the pro forma consolidated statement of financial position unless otherwise stated The compilation of thepro forma financial information in accordance with the principles of IDW Rechnungslegungshinweis Erstellungvon Pro Forma Finanzinformationen (IDW RH HFA 1004) (IDW Accounting Practice Statement Preparationof Pro Forma Financial Information (IDW AcPS AAB 1004)) promulgated by the Institut der Wirtschaftspruumlferin Deutschland e V (Institute of Public Auditors in Germany) (IDW) is the responsibility of the Companyrsquosmanagement

Our responsibility is based on our examination to express an opinion whether the pro forma financialinformation has been properly compiled on the basis stated in the pro forma notes and whether this basis isconsistent with the accounting policies of the Company This also involves evaluating the overall presentationof the pro forma financial information The subject matter of this engagement does neither include an audit orreview of the basic figures including their adjustments to the accounting policies of the Company nor of thepro forma assumptions stated in the pro forma notes

83

We have planned and performed our examination in accordance with IDW Pruumlfungshinweis Pruumlfung vonPro Forma Finanzinformationen (IDW PH 99601) (IDW Auditing Practice Statement Examination of ProForma Financial Information (IDW AuPS 99601)) promulgated by the Institut der Wirtschaftspruumlfer inDeutschland e V (IDW) in such a way that material errors in the compilation of the pro forma financialinformation on the basis stated in the pro forma notes and in the compilation of this basis consistent with theaccounting policies of the Company are detected with reasonable assurance

In our opinion the pro forma financial information has been properly compiled on the basis stated in thepro forma notes This basis is consistent with the accounting policies of the Company

Cologne February 14 2021

Ernst amp Young GmbHWirtschaftspruumlfungsgesellschaft

ForstWirtschaftspruumlfer[German Public Auditor]

VogelsangWirtschaftspruumlferin[German Public Auditor]

84

11 NON-IFRS MEASURES ON A COMBINED BASIS

The following section sets out the Grouprsquos Non-IFRS Measures on a combined basis These Non-IFRSMeasures should not be considered as an alternative to the historical financial results or other indicators of theGrouprsquos performance based on IFRS measures They should not be considered as alternatives to earnings aftertax or net profit as indicators of the Grouprsquos performance or profitability or as alternatives to cash flows fromoperating investing or financing activities as an indicator of the Grouprsquos liquidity The Non-IFRS Measures asdefined by the Group may not be comparable to similarly titled measures as presented by other companies dueto differences in the way the Grouprsquos Non-IFRS Measures are calculated Even though the Non-IFRS Measuresare used by management to assess ongoing operating performance and liquidity and these types of measuresare commonly used by investors they have important limitations as analytical tools and they should not beconsidered in isolation or as substitutes for analysis of the Grouprsquos results or cash flows as reported underIFRS See ldquo26 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a ProForma Basisrdquo

111 Summary

Throughout this Prospectus the Group presents financial measures ratios and adjustments that are notrequired by or presented in accordance with IFRS German GAAP or any other generally accepted accountingprinciples On a combined basis these include Adjusted EBITDA Adjusted EBITDAaL Adjusted EBITDAaLmargin Recurring Operating Free Cash Flow Recurring Free Cash Flow Free Cash Flow Cash Conversionand Net Financial Debt See ldquo26 Non-IFRS Measures on a Combined Basis and Alternative PerformanceMeasures on a Pro Forma Basisrdquo for a description of these Non-IFRS measures and why they are important toan understanding of the underlying performance of the Vantage Towers Group See ldquo112 Reconciliations ofNon-IFRS Measuresrdquo below for a reconciliation of each non-IFRS measure to its nearest IFRS measure

The following table sets out an overview of the Non-IFRS Measures on a combined basis for the periodsindicated



(unaudited) (unaudited)(EUR millions unless otherwise

indicated)Adjusted EBITDA 231 179Adjusted EBITDAaL 152 115Recurring Operating Free Cash Flow 189 119Recurring Free Cash Flow 60 215Free Cash Flow 20 190Cash Conversion 124 103Net Financial Debt 7 (1675)

85



The table below sets forth the reconciliation of the Grouprsquos Non-IFRS Measure Adjusted EBITDA toprofit for the period in the combined income statements for the periods indicated




(unaudited)

(EUR millions)Profit for the period 88 50Income tax expense 34 19Interest on lease liabilities 19 13Other finance costs 0 3Other expenses 1 25Share of results of equity accounted joint ventures mdash (2)


Adjusted EBITDA (unaudited) 231 179


The table below sets forth the reconciliation of the Grouprsquos Non-IFRS Measure Adjusted EBITDAaL toprofit for the period in the combined income statements for the periods indicated




(unaudited)

(EUR millions)Profit for the period 88 50Income tax expense 34 19Other finance costs 0 3Other expenses 1 25Share of results of equity accounted joint ventures mdash (2)Depreciation on other property plant and equipment 29 22Recharged capital expenditure revenue (0) (2)Gainslosses on disposal of property plant and equipment mdash mdashOne-off and other items mdash mdash

Adjusted EBITDAaL (unaudited) 152 115

86

1123 Recurring Operating Free Cash Flow Recurring Free Cash Flow and Free Cash Flow

The table below sets forth the reconciliation of the Grouprsquos Non-IFRS Measures Recurring Operating FreeCash Flow Recurring Free Cash Flow and Free Cash Flow to cash generated by operations in the combinedstatements of cash flows for the periods indicated




(unaudited)

(EUR millions)Cash generated by operations 103 282Increase(decrease) in trade and other payables 11 (2)Decrease(increase) in trade and other receivables 9 7Increase(decrease) in trade payables to related parties (101) (25)Decrease(increase) in trade receivables from related parties 210 (82)Share based payments and other non-cash charges 0 (2)One-off and other items mdash mdash

Adjusted EBITDA (unaudited) 231 179Recharged capital expenditure revenue (0) (2)Cash cost of leases (unaudited) (34) (51)Maintenance capital expenditure (9) (7)

Recurring Operating Free Cash Flow (unaudited) 189 119Net tax paid mdash (6)Interest paid excluding interest paid on lease liabilities(unaudited) mdash mdashIncrease(decrease) in trade and other payables (11) 2Decrease(increase) in trade and other receivables (9) (7)Increase(decrease) in trade payables to related parties 101 25Decrease(increase) in trade receivables from related parties (210) 82

Changes in operating working capital (unaudited) (129) 96Recurring Free Cash Flow (unaudited) 60 215Other capital expenditure (40) (25)Recharged capital expenditure receipts from Vodafone (unaudited) mdash mdashChanges in non-operating working capital relating to growthcapital expenditure mdash mdashOne-off and other items mdash mdashDividends received from joint ventures mdash mdashDividends paid to non-controlling shareholders in subsidiaries(unaudited) mdash mdash

Free Cash Flow (unaudited) 20 190

87


The table below sets forth the calculation of the Grouprsquos Non-IFRS Measure Net Financial Debt from thecombined statements of financial position as of September 30 2020 and December 31 2020 respectively

Combined basisAs of

September 30 2020 December 31 2020(audited unless

otherwise indicated) (unaudited)(EUR millions)

Bonds mdash mdashCommercial paper mdash mdashBank loans mdash mdashCash collateral liabilities mdash mdashOverdrafts mdash (3)Sum of short term borrowings from related parties and long termborrowings from related parties (111) (2602)

Borrowings included in Net Financial Debt (111) (2605)Cash and cash equivalents 3 6Cash deposits held with related parties 115 924Other financial instruments mdash mdashMark to market derivative financial instruments mdash mdashShort term investments mdash mdash

Total cash and cash equivalents and other financial instruments 118 930Net Financial Debt (unaudited) 7 (1675)

113 Segmental Non-IFRS Measures on a Combined Basis

The tables below set forth the Grouprsquos segmental Non-IFRS Measures being Adjusted EBITDA AdjustedEBITDAaL Recurring Operating Free Cash Flow and Cash Conversion on a combined basis for the periodsindicated


Germany Spain



Adjusted EBITDA 139 71 21 231Adjusted EBITDAaL 104 34 13 152Recurring Operating Free Cash Flow 127 37 24 189Cash Conversion 122 109 185 124





Adjusted EBITDA 98 37 7 36 179Adjusted EBITDAaL 69 19 4 22 115Recurring Operating Free Cash Flow 81 20 7 11 119Cash Conversion 117 105 175 50 103

88

114 Reconciliations of Segmental Non-IFRS Measures on a Combined Basis


The table below sets forth the reconciliation of segmental Adjusted EBITDA and Recurring OperatingFree Cash Flow on a combined basis to profit for the period in the combined income statements for the periodsindicated


Germany Spain



Profit for the period 58 22 9 88Income tax expense 25 8 1 34Interest on lease liabilities 6 11 1 19Other finance costs(1) mdash mdash mdash 0Other expenses 1 mdash mdash 1Share of results of equity accounted jointventures mdash mdash mdash mdashDepreciation on other property plant andequipment 20 5 3 29Depreciation on lease-related right of use assets 28 25 7 61One-off and other items mdash mdash mdash mdash

Adjusted EBITDA (unaudited) 139 71 21 231Recharged capital expenditure revenue mdash (0) mdash (0)Cash cost of leases (7) (30) 3 (34)Maintenance capital expenditure (5) (4) (0) (9)

Recurring Operating Free Cash Flow(unaudited) 127 37 24 189

Note


89





Profit for the period 32 9 0 10 50Income tax expense 13 3 0 2 19Interest on lease liabilities 5 5 0 3 13Other finance costs(1) mdash mdash mdash mdash 3Other expenses 12 4 3 5 25Share of results of equityaccounted joint ventures(2) mdash mdash mdash mdash (2)Depreciation on other propertyplant and equipment 13 3 1 5 22Depreciation on right of use assets 23 13 2 12 50One-off and other items mdash mdash mdash mdash mdash

Adjusted EBITDA 98 37 7 36 179Recharged capital expenditurerevenue (1) (0) mdash mdash (2)Cash cost of leases (12) (15) mdash (24) (51)Maintenance capital expenditure (4) (2) (0) (1) (7)


Notes




The tables below set forth the reconciliation of Adjusted EBITDAaL on a combined basis to profit(loss)for the period in the combined income statements for the periods indicated


Germany Spain



Profit for the period 58 22 9 88Income tax expense 25 8 1 34Other finance costs(1) mdash mdash mdash 0Other expenses 1 mdash mdash 1Share of results of equity accounted jointventures mdash mdash mdash mdashDepreciation on other property plant andequipment 20 5 3 29Recharged capital expenditure revenue mdash (0) mdash (0)Gainslosses on disposal of property plant andequipment mdash mdash mdash mdashOne-off and other items mdash mdash mdash mdash

Adjusted EBITDAaL (unaudited) 104 34 13 152

Note


90





Profit for the period 32 9 0 10 50Income tax expense 13 3 0 2 19Other finance costs(1) mdash mdash mdash mdash 3Other expenses 12 4 3 5 25Share of results of equityaccounted joint ventures(2) mdash mdash mdash mdash (2)Depreciation on other propertyplant and equipment 13 3 1 5 22Recharged capital expenditurerevenue (1) (0) mdash mdash (2)Gainslosses on disposal ofproperty plant and equipment mdash mdash mdash mdash mdashOne-off and other items mdash mdash mdash mdash mdash

Adjusted EBITDAaL 69 19 4 22 115

Notes



91

12 ALTERNATIVE PERFORMANCE MEASURES ON A PRO FORMA BASIS

The following section sets out the Grouprsquos Alternative Performance Measures on a pro forma basis TheseAlternative Performance Measures on a pro forma basis should not be considered as an alternative to thehistorical financial results or other indicators of the Grouprsquos performance based on pro forma IFRS measuresThey should not be considered as alternatives to pro forma earnings after tax or pro forma net profit asindicators of the Grouprsquos performance or profitability or as alternatives to cash flows from operating investingor financing activities as an indicator of the Grouprsquos liquidity The Alternative Performance Measures on a proforma basis as defined by the Group may not be comparable to similarly titled measures as presented by othercompanies due to differences in the way the Grouprsquos Alternative Performance Measures on a pro forma basisare calculated Even though the Alternative Performance Measures on a pro forma basis are used bymanagement to assess ongoing operating performance and liquidity and these types of measures are commonlyused by investors they have important limitations as analytical tools and they should not be considered inisolation or as substitutes for analysis of the Grouprsquos results or cash flows as reported under IFRS See ldquo26Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basisrdquo

121 Summary

Throughout this Prospectus the Group presents financial measures ratios and adjustments on a pro formabasis that are not required by or presented in accordance with IFRS German GAAP or any other generallyaccepted accounting principles These Alternative Performance Measures on a pro forma basis include AdjustedEBITDA Adjusted EBITDAaL Adjusted EBITDAaL margin Aggregated Adjusted EBITDAaL RecurringOperating Free Cash Flow Recurring Free Cash Flow Cash Conversion and Net Financial Debt See ldquo26 Non-IFRS Measures on a Combined Basis and Alternative Performance Measures on a Pro Forma Basisrdquo for adescription of these Alternative Performance Measures on a pro forma basis and why they are important to anunderstanding of the underlying performance of the Vantage Towers Group See ldquo122 Reconciliation ofAlternative Performance Measures on a Pro Forma Basisrdquo below for a reconciliation of each AlternativePerformance Measure on a pro forma basis to its nearest IFRS measure

While each of the components used to calculate these Alternative Performance Measures on a pro formabasis are either (i) directly included in the Unaudited Pro Forma Financial Information contained in Section 10of this Prospectus (ii) derived from the Vantage Towers Grouprsquos accounting records or management reportingsystems or (iii) based on publicly available information the resulting Alternative Performance Measures arenot themselves permitted to be directly included in the Unaudited Pro Forma Financial Information which iscompiled based on IDW Rechnungslegungshinweis Erstellung von Pro Forma Finanzinformationen (IDW RHHFA 1004) (IDW Accounting Practice Statement Preparation of Pro Forma Financial Information (IDW AcPSAAB 1004)) promulgated by the Institut der Wirtschaftspruumlfer in Deutschland e V (Institute of Public Auditorsin Germany) (IDW) as the IDW Accounting Practice Statement does not contemplate the inclusion of suchAlternative Performance Measures

The Alternative Performance Measures on a pro forma basis are however critical to an investorsrsquounderstanding of the key metrics that management analyses in assessing the financial performance of theVantage Towers business and it is therefore in the interests of investors to assess this information over thesame periods as are covered by the Unaudited Pro Forma Financial Information and to understand how theyreconcile to the Unaudited Pro Forma Financial Information

92

The following table sets out an overview of the Alternative Performance Measures on a pro forma basisfor the periods indicated


endedMarch 31 2020

Nine monthsended


(EUR millions)Adjusted EBITDA 814 620Adjusted EBITDAaL(1) 523 394Aggregated Adjusted EBITDAaL(1)(2) 749 561Recurring Operating Free Cash Flow 494 377Recurring Free Cash Flow 375 291Cash Conversion 94 96Net Financial Debt NA (1675)

Notes

(1) During the nine months ended December 31 2020 the Group performed a reassessment of its lease portfolio in line with therequirements of IFRS 16 The Company has calculated the impact of the lease reassessment and recognized a EUR 6 million non-cash increase in the sum of pro forma interest on leases and depreciation on right of use assets resulting in a correspondingdecrease in Adjusted EBITDAaL for the nine months ended December 31 2020 on a pro forma basis The Company has notperformed such a reassessment for the twelve months ended March 31 2020 If the lease reassessment was backdated to April 12019 the Company estimates the corresponding non-cash increase would have been EUR 10 million for the twelve months endedMarch 31 2020 on a pro forma basis which would have resulted in an estimated EUR 10 million decrease in the GrouprsquosAdjusted EBITDAaL on a pro forma basis

(2) On January 1 2021 the Group performed a reassessment of Cornerstonersquos lease portfolio in line with the requirements ofIFRS 16 The Company calculated the impact of the lease reassessment and recognized a non-cash increase in the sum of intereston lease liabilities and depreciation on lease-related right of use assets of EUR 3 million (on an ownership share basis) in thenine months ended December 31 2020 on a pro forma basis If the lease reassessment was applied from April 1 2020 theCompany estimates that the non-cash impact would have been EUR 2 million (on an ownership share basis) for the twelvemonths ended March 31 2020 on a pro forma basis

122 Reconciliation of Alternative Performance Measures on a Pro Forma Basis


The table below sets forth the reconciliation of the Grouprsquos Alternative Performance Measure AdjustedEBITDA on a pro forma basis to profit for the period in the pro forma income statements for the periodsindicated


endedMarch 31 2020

Nine monthsended


(EUR millions)Profit for the period 314 214Income tax expense 103 74Interest on lease liabilities 30 41Other finance costs 16 12Other expenses mdash 25Share of results of equity accounted joint ventures (15) (3)



93

1222 Adjusted EBITDAaL and Aggregated Adjusted EBITDAaL

The table below sets forth the reconciliation of the Grouprsquos Alternative Performance Measures AdjustedEBITDAaL and Aggregated Adjusted EBITDAaL on a pro forma basis to profit for the period in the pro formaincome statements for the periods indicated


endedMarch 31 2020

Nine monthsended


(EUR millions)Profit for the period 314 214Income tax expense 103 74Other finance costs 16 12Other expenses mdash 25Share of results of equity accounted joint ventures (15) (3)Depreciation on other property plant and equipment 105 75Recharged capital expenditure revenue mdash (2)Gainslosses on disposal of property plant and equipment mdash mdashOne-off and other items mdash mdash

Adjusted EBITDAaL(1) 523 394Ownership share of INWIT Adjusted EBITDAaL 157(2) 117(3)

Ownership share of Cornerstone Adjusted EBITDAaL(4)(5)(6) 69 50Aggregated Adjusted EBITDAaL(4)(5) 749 561

Notes

(1) During the nine months ended December 31 2020 the Group performed a reassessment of its lease portfolio in line with therequirements of IFRS 16 The Company has calculated the impact of the lease reassessment and recognized a EUR 6 million non-cash increase in the sum of pro forma interest on leases and depreciation on right of use assets for the nine months endedDecember 31 2020 on a pro forma basis The Company has not performed such a reassessment for the twelve months endedMarch 31 2020 If the lease reassessment was backdated to April 1 2019 the Company estimates the corresponding non-cashincrease would have been EUR 10 million for the twelve months ended March 31 2020 on a pro forma basis which would haveresulted in an estimated EUR 10 million decrease in the Grouprsquos Adjusted EBITDAaL on a pro forma basis

(2) The ownership share of INWITrsquos Adjusted EBITDAaL for the twelve months ended March 31 2020 is calculated by multiplyingthe Grouprsquos 332 shareholding in INWIT by the pro forma EBITDA of INWIT for the twelve months from January 1 2019 toDecember 31 2019 and is directly extracted from the INWIT prospectus dated June 10 2020 Lease costs have been estimatedas EUR 209 million based on the INWIT prospectus See ldquo27 INWIT Public Disclosurerdquo and ldquo10 Unaudited Pro FormaFinancial Informationrdquo

(3) The ownership share of INWITrsquos Adjusted EBITDAaL for the nine months ended December 31 2020 is calculated by multiplyingthe Grouprsquos 332 shareholding in INWIT by the pro forma EBITDAaL of INWIT for the nine months ended January 1 2020 toSeptember 30 2020 The pro forma EBITDAaL of INWIT for this period represents INWITrsquos financial performance combinedwith Vodafone Towers Italyrsquos financial performance for the nine months ended September 30 2020 as if the merger of VodafoneTowers Italy into INWIT had occurred on January 1 2020 Lease costs have been estimated as EUR 161 million based on thepublicly available INWIT FY20 guidance See ldquo27 INWIT Public Disclosurerdquo and ldquo10 Unaudited Pro Forma FinancialInformationrdquo

(4) The ownership share of Cornerstone Adjusted EBITDAaL for the twelve months ended March 31 2020 and the nine monthsended December 31 2020 is calculated by multiplying the Grouprsquos 50 equity interest by Cornerstonersquos Adjusted EBITDAaLCornerstonersquos Adjusted EBITDAaL can be derived from ldquo1052(d) Pro Forma Adjustmentsrdquo and ldquo1063(d) Pro FormaAdjustmentsrdquo by totalling revenue operating expenses depreciation on lease-related right of use assets interest on lease liabilitiesand interest on subleases in the Cornerstone pro forma See ldquo28 Cornerstone Financial Informationrdquo and ldquo10 Unaudited ProForma Financial Informationrdquo

(5) On January 1 2021 the Group performed a reassessment of Cornerstonersquos lease portfolio in line with the requirements ofIFRS 16 The Company calculated the impact of the lease reassessment and recognized a non-cash increase in the sum of intereston lease liabilities and depreciation on lease-related right of use assets of EUR 3 million (on an ownership share basis) for thenine months ended December 31 2020 on a pro forma basis If the lease reassessment was applied from April 1 2020 theCompany estimates that the non-cash impact would have been EUR 2 million (on an ownership share basis) for the twelvemonths ended March 31 2020 on a pro forma basis On a like-for-like basis including the effect of the lease reassessmentAdjusted EBITDAaL would have been EUR 67 million (on an ownership share basis) for the twelve months ended March 312020

(6) Going forward changes to Cornerstonersquos staff capitalization methodology will result in an adjustment to Cornerstonersquoscapitalization rate which Cornerstone will reflect by reallocating costs from capital expenditure to operating expenses TheCompany expects that this reallocation will result in increases in operating expenses and reductions in Adjusted EBITDAaL on apro forma basis which would have amounted to EUR 13 million and EUR 11 million for the twelve months ended March 312020 and the nine months ended December 31 2020 respectively had these been applied to those periods Such reallocation

94

would also have resulted in reductions of EUR 12 million to Recurring Free Cash Flow on a pro forma basis of EUR 119million for the twelve months ended March 31 2020 and of EUR 10 million to Recurring Free Cash Flow on a pro forma basisof EUR 88 million for the nine months ended December 31 2020

1223 Recurring Operating Free Cash Flow and Recurring Free Cash Flow

The table below sets forth the reconciliation of the Grouprsquos Alternative Performance Measures RecurringOperating Free Cash Flow and Recurring Free Cash Flow to Adjusted EBITDA on a pro forma basis for theperiods indicated

Pro forma basis(1)

Twelve monthsended

March 31 2020

Nine monthsended


(EUR millions)Adjusted EBITDA 814 620Recharged capital expenditure revenue mdash (2)Cash cost of leases(2) (291) (218)Maintenance capital expenditure (29) (23)

Recurring Operating Free Cash Flow 494 377Net tax paid(3) (103) (74)Interest paid excluding interest paid on lease liabilities(4) (16) (12)Changes in operating working capital(5) NA NA

Recurring Free Cash Flow 375 291

Growth and other capital expenditure including ground leaseoptimization (100) (85)

Notes

(1) No cash flow statement has been prepared for the purpose of the pro forma statements Therefore a reconciliation from AdjustedEBITDA which is reconciled to profit for the period on a pro forma basis has been included

(2) For the purposes of the Unaudited Pro Forma Financial Information and the profit forecast contained in this Prospectus ldquocashcost of leasesrdquo has been calculated as the sum of depreciation on lease-related right of use assets and interest on lease liabilitiesthat were incurred by the Group on a pro forma basis excluding the effects from lease reassessment of the IFRS 16 leaseliability and right of use asset on the sum of associated depreciation on lease-related right of use assets and interest on leaseliabilities During the nine months ended December 31 2020 the Group performed a reassessment of its lease portfolio in linewith the requirements of IFRS 16 The Company has calculated the impact of the lease reassessment and recognized aEUR 6 million non-cash increase in the sum of pro forma interest on leases and depreciation on right of use assets for the ninemonths ended December 31 2020 on a pro forma basis The Company has not performed such a reassessment for the twelvemonths ended March 31 2020 If the lease reassessment was backdated to April 1 2019 the Company estimates thecorresponding non-cash increase would have been EUR 10 million for the twelve months ended March 31 2020 on a pro formabasis

(3) For the purposes of the pro forma reconciliation net tax paid on a pro forma basis is calculated taking into account current taxesas well as prepayments to tax authorities in Germany on a pro forma basis as no pro forma cash flow statement has beenproduced Accordingly amounts disclosed for this measure in future periods will not be strictly comparable to the amounts statedherein which are being provided for illustrative purposes

(4) For the purposes of the pro forma reconciliation the pro forma interest paid excluding interest paid on lease liabilities has beenused as a proxy for cash paid as no pro forma cash flow statement has been produced Accordingly amounts disclosed for thismeasure in future periods will not be strictly comparable to the amounts stated herein which are being provided for illustrativepurposes

(5) As a pro forma opening balance sheet has not been prepared changes in operating working capital are not available for the proforma results Changes in working capital excludes deferred income from recharged capital expenditure revenue and workingcapital related to growth capital expenditure

95


The table below sets forth the calculation of the Grouprsquos Alternative Performance Measure Net FinancialDebt from the pro forma statement of financial position as of December 31 2020 A pro forma statement offinancial position as of March 31 2020 does not exist therefore Net Financial Debt as of March 31 2020 hasnot been included in the table below

Pro FormaBasisAs of

December 312020

(unaudited)(EUR

millions)Bonds mdashCommercial paper mdashBank loans mdashCash collateral liabilities mdashOverdrafts (3)Sum of short term borrowings form related parties and long term borrowings from relatedparties (2602)

Borrowings included in Net Financial Debt (2605)Cash and cash equivalents 6Cash deposits held with related parties 924Other financial instruments mdashMark to market derivative financial instruments mdashShort term investments mdash

Total cash and cash equivalents and other financial instruments 930Net Financial Debt (1675)

123 Segmental Alternative Performance Measures on a Pro Forma Basis

The tables below set forth the Grouprsquos segmental Alternative Performance Measures being AdjustedEBITDA Adjusted EBITDAaL Recurring Operating Free Cash Flow and Cash Conversion on a pro formabasis for the periods indicated

For the twelve months ended March 31 2020





For the nine months ended December 31 2020





96

124 Reconciliations of Segmental Alternative Performance Measures on a Pro Forma Basis


The tables below set forth the reconciliation of segmental Adjusted EBITDA and Recurring OperatingFree Cash Flow on a pro forma basis to profit for the period in the consolidated income statements on a proforma basis for the periods indicated





millions)Profit for the period 171 46 35 63 314Income tax expense 64 15 9 15 103Interest on lease liabilities 11 5 8 6 30Other finance costs(1) mdash mdash mdash mdash 16Other expenses mdash mdash mdash mdash mdashShare of results of equityaccounted joint ventures(2) mdash mdash mdash mdash (15)Depreciation on other propertyplant and equipment 55 10 9 31 105Depreciation on lease-related rightof use assets 90 63 52 56 261

Adjusted EBITDA 391 139 113 171 814Recharged capital expenditurerevenue mdash mdash mdash mdash mdashCash cost of leases(3) (101) (68) (60) (62) (291)Maintenance capital expenditure (14) (7) (5) (3) (29)


Notes


(2) Share of net income from joint ventures of EUR (15) million has not been allocated to a segment and has only been consideredin the consolidated total

(3) For the purposes of the pro forma financial information and the profit forecast contained in this Prospectus ldquocash cost of leasesrdquohas been calculated as the sum of depreciation on lease-related right of use assets and interest on lease liabilities as per therequirements of IFRS 16 excluding the effects from lease reassessment of the IFRS 16 lease liability and right of use asset onthe associated depreciation on lease-related right of use assets and interest on lease liabilities The Company has not performedsuch a reassessment for the twelve months ended March 31 2020 In future periods it is expected that ldquocash cost of leasesrdquo willreflect cash payments made on lease contracts during the period Accordingly amounts disclosed for this measure in futureperiods will not be strictly comparable to the amounts stated herein which are being provided for illustrative purposes

97





millions)Profit for the period 118 30 24 51 214Income tax expense 47 10 7 10 74Interest on lease liabilities 13 17 6 6 41Other finance costs(1) mdash mdash mdash mdash 12Other expenses 13 4 3 5 25Share of results of equityaccounted joint ventures(2) mdash mdash mdash mdash (3)Depreciation on property plantand equipment 42 8 8 17 75Depreciation on lease-related rightof use assets 67 38 37 41 183

Adjusted EBITDA 300 107 85 129 620Recharged capital expenditurerevenue (1) (1) mdash mdash (2)Cash cost of leases(3) (77) (54) (43) (44) (218)Maintenance capital expenditure (11) (5) (4) (4) (23)


Notes


(2) Share of results of equity accounted joint ventures of EUR (4) million has not been allocated to a segment and has only beenconsidered in the consolidated total

(3) For the purposes of the pro forma financial information and the profit forecast contained in this Prospectus ldquocash cost of leasesrdquohas been calculated as the sum of depreciation on lease-related right of use assets and interest on lease liabilities excluding theeffects from lease reassessment of the IFRS 16 lease liability and right of use asset as well as the associated depreciation onlease-related right of use assets and interest on lease liabilities The Company has calculated the impact of the lease reassessmentand recognized non-cash increases in the sum of pro forma interest on leases and depreciation on right of use assets for the ninemonths ended December 31 2020 on a pro forma basis In future periods it is expected that ldquocash cost of leasesrdquo will reflectcash payments made on lease contracts during the period excluding payments related to ground lease optimization Accordinglyamounts disclosed for this measure in future periods will not be strictly comparable to the amounts stated herein which are beingprovided for illustrative purposes

98


The table below sets forth the reconciliation of segmental Adjusted EBITDAaL on a pro forma basis toprofit for the period in the consolidated income statements on a pro forma basis for the periods indicated





Profit for the period 171 46 35 63 314Income tax expense 64 16 9 14 103Other finance costs(1) mdash mdash mdash mdash 16Other expenses mdash mdash mdash mdash mdashShare of results of equityaccounted joint ventures(1) mdash mdash mdash mdash (15)Depreciation on other propertyplant and equipment 55 10 9 31 105Recharged capital expenditurerevenue mdash mdash mdash mdash mdash









Profit for the period 118 30 24 51 214Income tax expense 47 10 7 10 74Other finance costs(1) mdash mdash mdash mdash 12Other expenses 13 4 3 5 25Share of results of equityaccounted joint ventures(1) mdash mdash mdash mdash (3 )Depreciation on other propertyplant and equipment 42 8 8 17 75Recharged capital expenditurerevenue (1) (1) mdash mdash (2)





125 Consolidated Income Statements of the Group on a Pro Forma Basis by Segment

The segmental Alternative Performance Measures on a pro forma basis are derived from the consolidatedincome statements of the Group on a pro forma basis Accordingly the following tables set out theconsolidated income statements of the Group broken down by segment for the twelve months ended March 312020 and the nine months ended December 31 2020 on a pro forma basis

99

1251


IncomeStatem

entof

theGroup

fortheTw

elve

MonthsendedMarch

312

020

Twelve

monthsendedMarch

312

020

Germany

Spain

Greece

Other

EuropeanMarkets

Consolidated

Selected

Towers

Business

Financial

Inform

ation

Pro

form

aGermany

adjustments

Vantage

Towers

Germany

business

ona

pro

form

abasis

Selected

Towers

Business

Financial

Inform

ation

Pro

form

aSpain

adjustments

Vantage

Towers

Spain

business

ona

pro

form

abasis

Selected

Towers

Business

Financial

Inform

ation

Pro

form

aGreece

adjustments

Vantage

Towers

Greece

business

ona

pro

form

abasis

Selected

Towers

Business

Financial

Inform

ation

Pro

form

aOther

European

Markets

adjustments

Vantage

Towers

Other

European

Markets

business

ona

pro

form

abasis

Pro

form

aconsolidated

income

statem

ent

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Revenue

(1)

57

405

462

22137

159

mdash126

126

16182

198

945

Maintenance

costs

(23)

(1)

(24)

(6)

(0)

(6)

mdash(2)

(2)

(4)

1(3)

(35)

Staffcosts

mdash(22)

(22)

mdash(5)

(5)

mdash(4)

(4)

mdash(7)

(7)

(38)

Other

operatingexpenses

(81)

56(25)

(22)

13(9)

mdash(7)

(7)

(36)

20(17)

(58)

Depreciationon

lease-related

right

ofuseassets

(87)

(3)

(90)

(60)

(3)

(63)

mdash(52)

(52)

(55)

(1)

(56)

(261)

Depreciationon

other

propertyp

lant

andequipm

ent

(57)

2(55)

(12)

2(10)

mdash(9)

(9)

(33)

2(31)

(105)

Operatin

gprofit(loss)

(191)

437

246

(78)

144

66mdash

5252

(112)

197

84448

Shareof

results

ofequity

accountedjointventures(2)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

15Intereston

leaseliabilities

(11)

mdash(11)

(5)

mdash(5)

mdash(8)

(8)

(6)

mdash(6)

(30)

Other

finance

costs(3

)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

(16)

Other

income(expenses)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdash

Profit(loss)before

tax

(202)

437

235

(83)

144

61mdash

4444

(118)

197

78417


mdash

(64)

(64)

mdash(15)

(15)

mdash(9)

(9)

mdash(15)

(15)

(103)


(202)

373

171

(83)

129

46mdash

3535

(118)

182

63314

Notes

(1)

Thefollowingtablesetsforth

abreakdow

nof

revenueforthetwelve

monthsendedDecem

ber312

020on

aproformabasisby

service

100

Twelve

monthsendedMarch

312

020

Selected

Towers

Business

Financial

Inform

ation

Proform

aadjustments

Proform

aconsolidated

income

statem

ent

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Macro

Siterevenue

95

795

890

Other

rentalrevenue

033

33(a)

Recharged

capitalexpenditure

revenue

mdash

mdashmdash

Energy

andotherrevenue

mdash

2222

Revenue

95850

945

Note

(a)

Includes

EUR19

millionof

passiveenergy

revenuesplit

evenly

across

segm

entson

apertower

basis

(2)

Shareof

results

ofequity


ofEU

R8millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

(3)

Other

finance

costsof

EUR16

millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

101

1252


IncomeStatem

entof

theGroup

fortheNineMonthsendedDecem

ber312

020

NinemonthsendedDecem

ber312

020

Germany

Spain

Greece

Other

EuropeanMarkets

Consolidated

Total

Towers

Business

financial

inform

ation

forthenine

monthsended

Decem

ber31

2020

Proform

aGermany

adjustments

Vantage

Towers

Germany

business

ona

proform

abasis

Total

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Proform

aSpain

adjustments

Vantage

Towers

Spain

business

ona

proform

abasis

Total

Towers

Business

financial

inform

ation

forthe

nine

months

ended

Decem

ber31

2020

Proform

aGreece

adjustments

Vantage

Towers

Greece

business

ona

proform

abasis

Total

Towers

Business

financial

inform

ation

forthe

nine

monthsended

Decem

ber31

2020

Proform

aOther

European

Markets

adjustments

Vantage

Towers

Other

European

Markets

business

ona

proform

abasis

Proform

aconsolidated

income

statem

ent

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Revenue

289

69358

121

mdash121

886

9572

79151

725

Maintenance

costs

(19)

(1)

(20)

(4)

(1)

(4)

(0)

(1)

(1)

(2)

(0)

(3)

(28)

Staffcosts

(8)

(8)

(16)

(2)

(2)

(4)

(0)

(2)

(3)

(2)

(4)

(6)

(29)

Other

operatingexpenses

(32)

9(22)

(7)

1(7)

(1)

(6)

(6)

(21)

9(13)

(48)

Depreciationon

lease-relatedright

ofuse

assets

(64)

(2)

(67)

(38)

mdash(38)

(2)

(35)

(37)

(39)

(2)

(41)

(183)

Depreciationon

otherpropertyp

lant

and

equipm

ent

(43)

2(42)

(8)

mdash(8)

(1)

(7)

(8)

(19)

2(17)

(75)

Operatin

gprofit(loss)

123

69192

63(2)

614

3539

(11)

8372

363

Shareof

results

ofequity

accountedjoint

ventures

(b)

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

3Intereston

leaseliabilities

(12)

mdash(13)

(17)

mdash(17)

(0)

(6)

(6)

(6)

1(6)

(41)

Other

finance

cost(c)

mdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdashmdash

mdash(12)

Other

income(expenses)

(13)

0(13)

(4)

(0)

(4)

(3)

mdash(3)

(5)

(0)

(5)

(25)

Profit(loss)before

tax

98

68166

42(2)

400

2930

(23)

8461

288


(38)

(9)

(47)

(11)

1(10)

(0)

(6)

(7)

(3)

(6)

(10)

(74)


60

59118

31(1)

300

2324

(26)

7851

214

Notes

(1)


nof

revenueforthenine

monthsendedDecem

ber312

020on

aproformabasisby

service

102

Ninemonthsended

Decem

ber312

020

Total

Towers

Business

financial

inform

ation

forthenine

monthsended

Decem

ber31

2020

Proform

aAdjustm

ents

Proform

atotalforthe

nine

months

ended

Decem

ber31

2020

(unaudited)

(unaudited)

(unaudited)

(EURmillions)

Macro

Site

revenue

472

213

685

Other

rentalrevenue

615

21Recharged

capitalexpenditure

revenue

2

02

Energy

andotherrevenue

10

717

Revenue

490

235

725

(2)

Shareof

results

ofequity


ofEU

R13

millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

(3)

Other

finance

costsof

EUR12

millionhasnotbeen

allocatedto

asegm

entandhasonly

been

considered

intheconsolidated

total

103

126 Revenue Breakdown by Customer for the Twelve Months ended March 31 2020 on a Pro FormaBasis

1261 Revenue from VodafoneFor the twelve months ended March 31 2020 and the nine months ended December 31 2020 Vantage

Towers received EUR 740 million and EUR 573 million of Macro Site revenue on a pro forma basis under theVodafone MSAs respectively Except in the case of Spain the following table sets out the average pro formarevenue per Site by segment under the terms of the Vodafone MSAs for the twelve months ended March 312020 and the CPI escalation amount by segment for the twelve months ending March 31 2021 and 2022

AverageVodafone MSA

pro formarevenue perMacro Site(1)



Pro forma twelvemonths ended

March 31 2020



(unaudited) (unaudited) (unaudited)(EUR thousands

except asotherwise indicated)

Germany 202 15 10Spain mdash(4) 06 10Greece 228(5) 02 00Other European Markets 137 11 17Notes

(1) Vodafone may not be present on all Macro Sites The average is equal to revenue derived from Vodafone divided by the totalnumber of Sites in each segment



(4) In Spain Vodafone MSA revenue on a pro forma basis for the twelve months ended March 31 2020 was EUR 133 million basedon revenue from Macro Sites and Micro Sites EUR 124 million of Macro Site revenue and EUR 9 million of revenue fromMicro Sites The information is presented on an aggregated basis due to the portfolio fee mechanism that is applied in Spain

(5) Includes Macro Site revenue from Vodafone and Wind Hellas

1262 Revenue from Customers Other than Vodafone

On a pro forma basis for the twelve months ended March 31 2020 and the nine months endedDecember 31 2020 the Group generated Macro Site revenue of EUR 150 million and EUR 112 millionrespectively from customers other than Vodafone The following table sets out the total Macro Site revenue ona pro forma basis from customers other than Vodafone by segment for the twelve months ended March 312020

Non-Vodafone MacroSite revenue on a proforma basis for twelve

months ended March 312020(1)

Number of Non-VodafoneTenancies on Macro Sites(2)

As ofMarch 31

2020

As ofDecember 31

2020(unaudited)

(EUR millions) (lsquo000)Germany 57 38 40Spain 20 39 43Greece 52 25 25Other European Markets 18(3) 42 43Notes

(1) Total Macro Site revenue on a pro forma basis for the twelve months ended March 31 2020 under the terms of the Grouprsquoscontractual arrangements with customers other than Vodafone including MNO and non-MNO customers

(2) Number of non-Vodafone tenancies on Macro Sites as of the respective dates (excluding active sharing tenancies)

(3) Derivative of historical reciprocal access arrangements Vantage Towers is aiming to increase the reference rate for such non-Vodafone tenancies upon their renegotiation

104

13 MANAGEMENTrsquoS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS

Investors should read the following managementrsquos discussion and analysis of financial condition andresults of operations in conjunction with the sections ldquo1 Risk Factorsrdquo ldquo24 Forward-Looking Statementsrdquoldquo25 Presentation of Financial Informationrdquo ldquo26 Non-IFRS Measures on a Combined Basis and AlternativePerformance Measures on a Pro Forma Basisrdquo and ldquo9 Capitalization Indebtedness and Statement of WorkingCapitalrdquo as well as the Audited Six-Month Condensed Combined Interim Financial Statements the UnauditedThree-Month Condensed Combined Interim Financial Statements the Audited Unconsolidated German GAAPFinancial Statements the Audited Unconsolidated IFRS Financial Statements March 2019 and the AuditedUnconsolidated IFRS Financial Statements 2020 and related notes included in ldquo25 Financial Informationrdquobeginning on page F-1

The Grouprsquos audited condensed combined interim financial statements and the other historical financialinformation included in this prospectus do not necessarily indicate the Grouprsquos future results of operationsfinancial position and cash flows In addition the results of operations for interim periods included in thisProspectus are not necessarily indicative of the results to be expected for the full year or any future reportingperiod

131 Overview

Vantage Towers is a leading European mobile telecommunications tower infrastructure operator asmeasured by scale and geographic diversification with approximately 82000 Macro Sites and approximately7100 Micro Sites across 10 markets in nine of which it ranks either first or second by number of Sites(Source Company Market Position Assessment) Vantage Towers has a controlling interest in its operations inGermany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland (ie the ConsolidatedMarkets) and a co-controlling interest in tower infrastructure operators in Italy and the United Kingdom InGreece the Group owns 62 of the outstanding share capital of Vantage Towers Greece and expects to acquirethe remaining 38 seven calendar days after Admission following the triggering of a call option onFebruary 24 2021 In Italy Vantage Towers owns 332 of the outstanding share capital of INWIT whichoperates approximately 22100 Macro Sites and in the United Kingdom Vantage Towers owns 50 of theoutstanding share capital of Cornerstone which operates approximately 14200 Macro Sites

132 Overview of the Grouprsquos Combined Financial Performance

The table below sets out key IFRS and Non-IFRS Measures on a combined basis for the Vantage TowersGroup as of the dates and for the periods presented on a combined basis For a reconciliation of the Non-IFRSMeasures on a combined basis to the nearest IFRS measure see ldquo112 Reconciliation of Non-IFRS Measuresrdquo

As ofFor thesix months ended

September 30 2020

As ofFor thethree months endedDecember 31 2020


(unaudited)

(EUR millions)Financial ResultsRevenue 265 211Operating profit 142 108Profit for the period 88 50Non-IFRS Measures (unaudited)Adjusted EBITDA(1) 231 179Adjusted EBITDAaL(2) 152 115Recurring Operating Free Cash Flow(3) 189 119Recurring Free Cash Flow(4) 60 215Free Cash Flow(5) 20 190Net Financial Debt(6) 7 (1675)

Notes

(1) Adjusted EBITDA is defined as operating profit before depreciation on lease-related right of use assets depreciation amortizationand gainslosses on disposal for fixed assets and excluding impairment losses restructuring costs arising from discreterestructuring plans other operating income and expense and significant items that are not considered by management to bereflective of the underlying performance of the Group Adjusted EBITDA is a Non-IFRS Measure and should not be viewed asan alternative to the equivalent IFRS measure

105

(2) Adjusted EBITDAaL is defined as Adjusted EBITDA less recharged capital expenditure revenue and after depreciation on lease-related right of use assets and deduction of interest on lease liabilities Recharged capital expenditure revenue represents directrecharges to Vodafone of capital expenditure in connection with upgrades to existing Sites Adjusted EBITDAaL is a Non-IFRSMeasure and should not be viewed as an alternative to the equivalent IFRS measure

(3) Recurring Operating Free Cash Flow is defined as Adjusted EBITDAaL plus depreciation on lease-related right of use assets andinterest on lease liabilities less cash lease costs and maintenance capital expenditure Recurring Operating Free Cash Flow is aNon-IFRS Measure and should not be viewed as an alternative to the equivalent IFRS measure

(4) Recurring Free Cash Flow is defined as Recurring Operating Free Cash Flow less tax paid and interest paid and adjusted forchanges in operating working capital Recurring Free Cash Flow is a Non-IFRS Measure and should not be viewed as analternative to the equivalent IFRS measure

(5) Free Cash Flow is defined as Recurring Free Cash Flow less growth and other capital expenditure including ground leaseoptimization and dividends paid to non-controlling shareholders in subsidiaries plus recharged capital expenditure receipts fromVodafone gainslosses for disposal of fixed assets and dividends received from joint ventures and adjusted for changes in non-operating working capital and one-off and other items One-off and other items comprise impairment losses restructuring costsarising from discrete restructuring plans and other operating income and expense and significant items that are not considered bymanagement to be reflective of the underlying performance of the Group These items are not a recognized term under IFRSOne-off and other items are subject to certain discretion in the allocation of various income and expenses and the application ofdiscretion may differ from company to company One-off and other items might also include expenses that will recur in futureaccounting periods

(6) Net Financial Debt is defined as long-term borrowings short-term borrowings borrowings from Vodafone Group companies andmark-to-market adjustments less cash and cash equivalents and short-term investments and excluding lease liabilities NetFinancial Debt is a Non-IFRS Measure and should not be viewed as an alternative to the equivalent IFRS measure

133 The Vantage Towers Condensed Combined Interim Financial Statements

1331 Background to the Establishment of the Vantage Towers Group

In order to create Vantage Towers Vodafone was required to separate its European tower infrastructureassets in Germany Spain Portugal the Czech Republic Hungary Romania and Ireland (both legally andoperationally) into a new stand-alone tower infrastructure business In order to achieve a complete separation ofthese tower infrastructure assets from the other parts of the Vodafone Group the tower infrastructure assets ineach relevant market were grouped into a business unit within the Vodafone operating company in that marketand then carved out of the operating company into a separate legal entity controlled by Vodafone either by wayof a hive-down a demerger or otherwise In a second step each of these entities except for the GermanTowers Business which was assumed by the Company by way of the German Hive-Down was transferred toCTHC an indirect wholly owned subsidiary of Vodafone Group Plc via a share-for-share exchange OnNovember 19 2020 Vodafone contributed its 332 shareholding in INWIT to CTHC and on December 172020 CTHC was acquired by the Company On December 22 2020 CTHC acquired 62 of Vantage TowersGreece and on January 14 2021 CTHC acquired the 50 shareholding in Cornerstone at which point theprocess of establishing the Vantage Towers Group was completed For the purposes of this Prospectusreferences to the ldquoTowers Businessrdquo are to the business carried out by Vodafonersquos European towerinfrastructure assets in Germany Spain Portugal the Czech Republic Romania Hungary and Ireland prior totheir separation into Vantage Towers Vantage Towers Greece and the equity investments in INWIT andCornerstone are not included within the definition of the Towers Business The process by which VantageTowers was established is referred to as the ldquoReorganizationrdquo For more information on the Reorganizationsee ldquo3 Reorganizationrdquo

1332 Basis of Preparation of the Condensed Combined Interim Financial Statements

This Prospectus contains

(i) audited condensed combined interim financial statements of the Group as of and for the six monthsended September 30 2020 (the ldquoAudited Six-Month Condensed Combined Interim FinancialStatementsrdquo) and

(ii) unaudited condensed combined interim financial statements as of and for the three months endedDecember 31 2020 (the ldquoUnaudited Three-Month Condensed Combined Interim FinancialStatementsrdquo and together with the Audited Six-Month Combined Interim Financial Statementsthe ldquoCondensed Combined Interim Financial Statementsrdquo)

As of September 30 2020 and December 31 2020 respectively the tower infrastructure assets that makeup the Towers Business were under the common control of Vodafone Group Plc but were not under the directcontrol of a single company so as to form a consolidated group As a result of the staged nature of theReorganization the effective date of the legal separation of the different tower infrastructure assets from therelevant Vodafone operating companies in which they were originally held took place on various dates between

106

March 18 2020 and November 13 2020 Following the contribution of the INWIT shareholding to CTHC andCTHCrsquos acquisition of the 62 shareholding in Vantage Towers Greece and the 50 shareholding inCornerstone both as described above the Group was formed Accordingly the Condensed Combined InterimFinancial Statements have been prepared on a combined basis in order to reflect the combined performance ofthe tower infrastructure assets that make up the Towers Business from the date they were legally separatedfrom the relevant Vodafone operating company by which they were previously owned or in the case of INWITcontributed to CTHC or in the case of Vantage Towers Greece and Cornerstone acquired by CTHC As aresult the Audited Six-Month Condensed Combined Interim Financial Statements do not reflect the results ofVantage Towers Greece Vantage Towers Hungary Vantage Towers Romania or the Grouprsquos equity investmentin INWIT because Vantage Towers Greece had not been incorporated Vantage Towers Hungary and VantageTowers Romania had not been legally separated and the Grouprsquos equity investment in INWIT had not beencontributed to Vantage Towers as of September 30 2020 Neither the Audited Six-Month Condensed CombinedInterim Financial Statements nor the Unaudited Three-Month Condensed Combined Interim FinancialStatements reflect the results of the Grouprsquos equity investment in Cornerstone because CTHC had not acquiredthe 50 shareholding in Cornerstone as of September 30 2020 or December 31 2020 respectivelySee ldquo1333 Comparability of the Unaudited Three-Month Condensed Combined Interim Financial Statementsand the Audited Six-Month Condensed Combined Interim Financial Statementsrdquo below

The Condensed Combined Interim Financial Statements have been prepared on a historical cost basisexcept for certain financial and equity instruments that have been measured at fair value Historical cost isgenerally based on the fair value of the consideration given in exchange for goods and services

The assets liabilities and profit or loss of the entities comprising the Vantage Towers Group have beencombined All transactions and balances between entities included within the Group have been eliminatedWhere there are transactions with Vodafone entities outside of the Vantage Towers Group these transactionsare disclosed as related party transactions in Note 8 to both the Audited Six-Month Condensed CombinedInterim Financial Statements and the Unaudited Three-Month Condensed Combined Interim FinancialStatements

Additional information on the scope and basis of preparation of the Unaudited Three-Month CondensedCombined Interim Financial Statements and the Audited Six-Month Condensed Combined Interim FinancialStatements is presented in Note 1 to both sets of financial statements

1333 Comparability of the Unaudited Three-Month Condensed Combined Interim Financial Statementsand the Audited Six-Month Condensed Combined Interim Financial Statements

As the Reorganization took place in a staged manner as described above the Unaudited Three-MonthCondensed Combined Interim Financial Statements and the Audited Six-Month Condensed Combined InterimFinancial Statements do not represent the results of operations financial position or cash flows of the Group(being the Company its subsidiaries and its equity investments in INWIT and Cornerstone) had it operated as astand-alone consolidated group since April 1 2020

The entities within the Group have been included within the Condensed Combined Interim FinancialStatements from the effective date of their legal separation from Vodafone their incorporation or theircontribution to or acquisition by CTHC as applicable The Audited Six-Month Condensed Combined InterimFinancial Statements include the Grouprsquos combined statement of financial position as of September 30 2020and the combined income statement and statement of cash flows of the Group for the six months then endedThe combined income statement and statement of cash flows for the six months ended September 30 2020reflect the results of

bull Vantage Towers Spain from March 18 2020

bull Vantage Towers Germany (ie the Company) from May 25 2020

bull Vantage Towers Ireland from June 1 2020

bull Vantage Towers Portugal from July 16 2020 and

bull Vantage Towers Czech Republic from September 1 2020

The Audited Six-Month Condensed Combined Interim Financial Statements do not reflect the results ofVantage Towers Greece Vantage Towers Hungary Vantage Towers Romania or the Grouprsquos shareholdings inINWIT or Cornerstone because Vantage Towers Greece had not been incorporated Vantage Towers Hungaryand Vantage Towers Romania had not been legally separated and the Grouprsquos shareholdings in INWIT and

107

Cornerstone had not been contributed to Vantage Towers in the case of INWIT or acquired by CTHC in thecase of Cornerstone as of September 30 2020

The Unaudited Three-Month Condensed Combined Interim Financial Statements include the Grouprsquoscombined statement of financial position as of December 31 2020 and the combined income statement andstatement of cash flows of the Group for the three months then ended The combined income statement andcombined statement of cash flows for the three months ended December 31 2020 reflect the results of

bull Vantage Towers Germany (ie the Company) Vantage Towers Spain Vantage Towers IrelandVantage Towers Portugal and Vantage Towers Czech Republic for the entire three-month period

bull Vantage Towers Hungary from November 1 2020

bull Vantage Towers Romania from November 13 2020

bull the Grouprsquos shareholding in INWIT from November 19 2020 and

bull Vantage Towers Greece from December 22 2020

CTHC the intermediate holding company that the Company acquired on December 17 2020 has beenincluded in the Unaudited Three-Month Condensed Combined Interim Financial Statements from that date

Neither the Unaudited Three-Month Condensed Combined Interim Financial Statements nor the AuditedSix-Month Condensed Combined Interim Financial Statements reflect the Grouprsquos acquisition of itsshareholding in Cornerstone which became effective on January 14 2021

As a result neither the Unaudited Three-Month Condensed Combined Interim Financial Statements northe Audited Six-Month Condensed Combined Interim Financial Statements is indicative of the results thatwould have been obtained by the Group if it had operated under the same legal structure during the periodspresented Furthermore neither the Unaudited Three-Month Condensed Combined Interim Financial Statementsnor the Audited Six-Month Condensed Combined Interim Financial Statements are directly comparable withthe other financial information included in this Prospectus

134 Segment Reporting

The Group has four reporting segments comprising Germany Spain Greece and Other European MarketsThese reporting segments reflect the basis on which the Group manages its interests and are reconciled to theGrouprsquos combined interim financial statements in line with IFRS 8 ldquoOperating Segmentsrdquo The Grouprsquosoperating segments are established on the basis of those components of the Group that are evaluated regularlyby the chief operating decision maker in deciding how to allocate resources and in assessing performance TheGroup has determined that the Management Board is the chief operating decision maker The Group has asingle group of similar services and products as discussed in detail herein Revenue is attributed to a countryor region based on the location of the tower assets and company reporting the associated revenue Transactionsbetween segments are charged at armsrsquo-length prices The Germany Spain and Greece reporting segmentsinclude the Grouprsquos operations in each of these jurisdictions respectively The Other European Marketsreporting segment consists of the Grouprsquos operations in the Czech Republic Hungary Ireland Portugal andRomania

135 The Vantage Towers Business Model

Vantage Towers has a business model with clear and predictable structural growth drivers consistent costsand high cash conversion

1351 Revenue

Vantage Towers generates revenue by leasing space on its Sites and providing related services as well asby constructing new BTS Sites The Group provides its services pursuant to long-term contractual arrangementswith the Vodafone Group its largest customer other MNOs and customers other than MNOs (referred to asldquonon-MNOsrdquo) The Group earns inflation-linked revenues from its relationship with Vodafone and certain otherMNOs While the majority of the Grouprsquos contracts with other MNO customers are not currently linked toinflation the Group aims to include CPI escalators in its customer contracts as they expire and are renegotiatedThe Group is seeking to further grow its revenues by adding new MNO customers as well as non-MNOcustomers to its Sites Previously Vodafone did not have a management team focused on the commercialdevelopment of the Passive Infrastructure assets that were separated out to form the Towers Business andtherefore these assets received relatively little business development focus prior to the establishment of Vantage

108

Towers The Group has other secured future revenue streams from BTS commitments made by the VodafoneGroup and Wind Hellas in Greece

Vantage Towers provides its services under a combination of long-term contractual arrangements (egMSAs and framework agreements) and ISAs The long-term contractual arrangements set out the framework ofprincipal commercial terms that govern the provision of Site space The ISAs are separate and individualagreements (incorporating the provisions of the MSA) that govern the services provided by the Group on eachrelevant Site and include Site-specific information (eg location and equipment details) The Group providesits services to the Vodafone Group pursuant to the Vodafone MSAs which have an initial term of eight years(until November 2028) and renew automatically following the expiration of their initial term for threeadditional eight-year terms subject to the Vodafone Operatorrsquos right at the end of each term not to extend theagreement Under the terms of the Vodafone MSAs Vantage Towers charges the Vodafone operator a tenant feewhich includes a base service charge and additional service charges See ldquo1362 Revenue from the GrouprsquosRelationship with Vodafonerdquo for additional information regarding these charges The base service charges andthe additional service charges vary annually by reference to an agreed consumer price index (ldquoCPIrdquo) thattypically has a floor of 0 (other than in Germany where the floor is negative 2 to comply with legalrequirements) and a cap of 2 (other than Hungary where the cap is 3) Subject to these caps and floors thepayment provisions and associated escalators in the Vodafone MSAs mitigate the risk of deflation whileproviding strong protection from inflation within each market See ldquo1369 Inflationrdquo below

The Group generates revenue based on the different services it offers including Macro Site revenue otherrental revenue recharged capital expenditure revenue and energy and other revenue The Group earns the vastmajority of its revenue based on long-term contractual demand from Vodafone and other MNOs on MacroSites Macro Site revenue represents revenue earned from renting space and providing services to customers onMacro Sites Fees are charged on a per Site basis except in the case of certain Active Sharing Arrangements inSpain and Portugal pursuant to which Vodafone and the contracting MNO have agreed to apply a portfolio feeto all Sites Under this portfolio fee structure one overall fee is charged for all Sites The fee enables a certainnumber of Sites to be decommissioned pursuant to the Active Sharing Arrangements within the relevant marketwith no impact on fees The Group also earns ancillary revenue from a growing business providing Micro Sitesand from providing energy and upgrade services to its customers Other rental revenue represents revenueearned from renting space and providing services to tenants on Sites other than Macro Sites Recharged capitalexpenditure revenue represents direct recharges to Vodafone of capital expenditure in connection with upgradesto existing Sites Recharged capital expenditure revenue is recognized over the term of the associated MSAresulting in deferred income recognition The portion of deferred revenue is then released through theremaining term of the MSA Virtually no recharged capital expenditure revenue was generated during the sixmonths ended September 30 2020 and the three months ended December 31 2020 however recharged capitalexpenditure revenue is expected to increase over time as the Vodafone MSAs have come into force Energy andother revenue represents revenue earned from passive energy service charges and a de minimis amount oflicensing revenue in Greece

1352 Costs

The Grouprsquos primary costs include ground lease costs and operating expenses which include maintenancecosts staff costs and other operating expenses

13521 Ground Lease Costs

Ground lease costs are the Grouprsquos single largest cost and its largest efficiency opportunity As ofDecember 31 2020 94 of the Grouprsquos total Sites were leased at an average lease cost per Macro Site ofapproximately EUR 6400 calculated by dividing the ground lease expense for the three months endedDecember 31 2020 by the total number of Macro Sites as of December 31 2020 On a segmental basisaverage lease costs in Germany Spain Greece and Other European Markets calculated on the same basis wereapproximately EUR 5000 EUR 8000 EUR 12000 and EUR 5000 respectively

Ground lease costs comprise the rents that the Group pays to landlords to locate telecommunicationsinfrastructure on the landlordsrsquo property GBTs typically have lower ground lease costs than rooftop towers(ldquoRTTsrdquo) due to the over-representation of RTTs in urban areas with less availability and more demand

For financial periods beginning on or after April 1 2019 ground lease costs are recognized in line withthe requirements of IFRS 16 ldquoLeasesrdquo which means they are reflected within the line items ldquodepreciation onlease-related right of use assetsrdquo and ldquointerest on lease liabilitiesrdquo in the Grouprsquos income statement

109

A significant portion of the Grouprsquos ground leases are linked to an inflation index In addition some of theGrouprsquos ground leases including in Germany include adjustment provisions for certain events The majority ofthese leases have a duration of more than five years excluding rolling leases providing the Group withvisibility over its medium-term ground lease costs The Group is partially protected against increases in rentalfees at certain Sites by provisions in the Vodafone MSAs that pass a portion of rental increases over prescribedthresholds through to the Vodafone Group Since the management team was established the Group has begunto optimize its lease portfolio as described under ldquo1366 Ground Lease Optimization Initiativesrdquo

1353 Operating Expenses

The grouprsquos operating expenses are composed of maintenance costs staff costs and other operatingexpenses as defined below


With the exception of Spain and Greece the Group incurs maintenance costs in the Consolidated Marketsfrom the Vodafone Group under the terms of the Long-Term Services Agreements pursuant to which Vodafoneenables the Group to access the services of third-party service providers with which the Vodafone Group hascontracted through a small number of regional or national maintenance contracts in each market (except in thecase of Romania where maintenance services are provided directly by Vodafone Romania) With the exceptionof Spain and Romania these contracts have been in place since before the Reorganization and the OampMservices provided under them are continuations of services provided prior to this time The contracts relate toboth Active Equipment and Passive Infrastructure because they were negotiated when the Grouprsquos assets wereoperated as an integrated part of the Vodafone Group However the Group plans to negotiate stand-alonePassive Infrastructure OampM contracts directly with third-party service providers on a rolling basis as thecurrent third-party service contracts come to an end In Spain Vantage Towers Spain incurs maintenance costsdirectly with a third-party service provider and in Romania Vantage Towers incurs maintenance costs directlywith Vodafone Romania In Greece maintenance costs are incurred from Victus The Group has set out aroadmap to reduce maintenance costs by introducing remote management and predictive maintenance andmanagement solutions and contract renegotiation In July 2020 the Group introduced an initial version ofTIMS (ie Tower Information Management System) which is the Grouprsquos inventory management system inwhich Vantage Towersrsquo standardized processes are mapped TIMS is expected to have full operationalcapabilities including mobile workforce enablement in August 2021 In addition in the second half of 2021the Group expects to conduct an initial roll out of Digital Twin a software solution that provides a 3D digitalrepresentation of Sites to enable the Group and its customers to perform Site activity remotely therebyreducing the need for and costs of Site visits See ldquo16313 Best-in-Class Toolsrdquo and ldquo16333 Best-in-ClassOperational Efficiencyrdquo for more information

13532 Staff Costs

Staff costs include wages and salaries social security contributions accruals related to share basedpayments retirement benefits and other contingencies commitments or personal expenses Staff costs alsoincludes head office costs and other general costs The Group is considering opportunities to increase staff costefficiencies as it continues to establish the businessrsquo stand-alone capabilities within an efficient and flexibleorganizational structure


Other operating expenses includes energy costs costs related to the Transitional Services AgreementsLong-Term Services Agreements and Support Agreements (excluding those allocated to maintenance and staff)and other general and administrative costs The Group incurs energy costs in relation to Active Energy whichis the energy consumed by Active Equipment and Passive Energy which is the energy consumed by theGrouprsquos own Passive Infrastructure Active Energy costs are passed through to the Grouprsquos customers based onconsumption with no margin for the Group and are therefore netted out of the Grouprsquos income statementPassive Energy costs are mostly offset by fixed annual fees per Site agreed every three years and charged ineach of the Grouprsquos markets which result in de minimis margins for the Group The Group is implementing anumber of efficiencies to lower energy consumption and costs including upgrading energy technology usingenergy-efficient rectifiers free cooling systems and green solutions such as solar power installations at its Sitesand migrating its energy model onto a fully remote monitoring and metering system with the goal of installingenergy meters on 80 of its Sites by 2023 In the case of Vodafone the Passive Energy fixed fees per Site aresubject to review every three years enabling the Group to recover the savings from cost reductions associated

110

with its energy efficiency initiatives In Greece Vodafone procures power supply for each Site directly fromenergy suppliers

Costs under the Transitional Services Agreements Long-Term Services Agreements and SupportAgreements correspond to the services provided under these agreements For a description of certain of theseservices see ldquo171 Material Contracts between the Vantage Towers Group and the Vodafone Grouprdquo Theseand the remaining components of other operating expenses increase with inflation

136 Key Factors Affecting the Grouprsquos Results of Operations

The Group believes that the factors discussed below have significantly affected the results of operations ofthe Towers Business in the past andor have had or will have a material impact on the Grouprsquos results ofoperations financial position and cash flow in future periods

1361 Demand for Mobile Telecommunications Services

Demand for new Sites and additional tenancies on the Grouprsquos Sites is primarily driven by densificationrequirements and coverage obligations which are in turn impacted by consumer and enterprise demand formobile voice and data services as well as advances in technology such as the roll out of 5G

For an MNO to expand its network and improve quality as subscribers and data usage increase it mustmaintain effective capacity to ensure network stability and a lack of congestion This in turn requires thatMNOs increase their tenancies by locating additional antennae equipment on existing Sites contracting to buildnew Sites to ensure greater network coverage and density or entering into sharing arrangements with otherMNOs

Mobile data usage in Europe continues to grow rapidly given increasing smartphone use and the growingadoption of internet-based applications In response to this growth MNOs are deploying additional equipmenton existing networks while also rolling out more advanced 5G mobile networks to address coverage andcapacity needs The Company estimates that this roll out will result in the percentage of total mobileconnections in Western Europe that are 5G connections increasing from 2 in 2020 to 42 in 2024Additionally between 2020 and 2024 mobile data consumption is expected to grow 24 times from 40000petabyte (ldquoPBrdquo) per year to 96000 PB per year (Source Company Internal Analysis) The Group anticipatesincreasing network densification after 2025 as MNOsrsquo existing network infrastructure is insufficient to provideadequate coverage for forecast levels of data usage The Group expects that the need to densify networks inorder to meet the range and capacity requirements of the high frequency spectrum used to deliver full 5G(which national governments are auctioning to further enable 5G coverage) will provide growth in demand forits Sites

The Group also expects that MNOs will increasingly need further tenancies to address short- to medium-term coverage obligations In a number of the Grouprsquos principal markets as well as those of INWIT andCornerstone national regulators have established coverage obligations that require MNOs to provide networkcoverage of certain quality over certain areas For example in Germany MNOs must provide coverage for 98of households with more than 100Mbit per second download speed by 2022 road and rail coverage 1000 new5G base stations and 500 base stations in ldquowhite spotrdquo areas These obligations are expected to drive significantroll out in underserved areas with Vodafone Deutsche Telekom and Telefoacutenica Deutschland having signed aletter of intent to coordinate the set-up and operation of 6000 Sites in ldquowhite spotrdquo areas (ie areas in whichno MNO provides coverage) across rural areas and transportation routes In addition Deutsche Telekom andVodafone have agreed (subject to competition and regulatory approvals) to improve coverage in ldquogray spotrdquoareas (ie areas in which only one MNO provides coverage) via active sharing of approximately 3600 SitesOn January 19 2021 Telefoacutenica announced that it had entered into letters of intent (subject to competition andregulatory approvals) with Deutsche Telekom and Vodafone to share their active networks in ldquogray spotsrdquo

Similarly in Italy MNOs are required to provide 5G network coverage to 80 of the population withinthree years (four years for new entrants) of auctioned spectrum becoming available in 2022 and 994 of thepopulation within four and a half years In the United Kingdom an industry-led Shared Rural Network (theldquoSRNrdquo) provides for individual MNO coverage commitments that have replaced government coverageobligations on 700MHz spectrum at the next auction The SRN aims to extend combined 4G coverage to 95of the United Kingdom by the end of 2025 The coverage commitments of one of Cornerstonersquos anchor tenantsVodafone UK cover an additional 90000 premises (total MNO commitments of 280000) and 8500 additionalkilometers of roads (total MNO commitments of 16000 kilometers) In Spain the 700MHz spectrum auction isexpected to take place during the first half of 2021 It is proposed that the auction will include coverageobligations requiring 100 coverage for towns of more than 20000 inhabitants within three years as well as to

111

motorways dual carriageways and multi-lane roads and high-speed railway passenger stations In Portugal a5G spectrum auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands) finished in January 2021while the 5G spectrum auction for existing MNOs is ongoing and is expected to finish in the first quarter of2021 MNOs acquiring spectrum in the auctions will be required to provide 5G coverage to 95 of thecountryrsquos total population by 2025 In Greece new obligations attaching to the 2GHz 35GHz 26GHz and700MHz auctions held in December 2020 include population coverage within the first three years a 100 Mbpsminimum level of downloaded data throughputs and a minimum of 300 5G Sites to be installed for the 34-38GHz spectrum Voluntary 5G coverage obligations are being expanded in Hungary and are already in place inthe Czech Republic They are also expected to be applied to upcoming spectrum auctions in Romania andIreland

Vantage Towers added approximately 1400 net tenancies to its Macro Sites between March 31 2020 andDecember 31 2020 The Group estimates that approximately 57000 new points of presence on Macro Sites(ldquoPoPsrdquo which the Group refers to as tenancies) will be required in its Consolidated Markets by March 312025 to address coverage obligations and to a lesser extent densification needs For additional informationsee ldquo15 Industry Overviewldquo

1362 Revenue from the Grouprsquos Relationship with Vodafone

Members of Vantage Towers have entered into MSAs with members of the Vodafone Group in each of themarkets in which Vantage Towers operates which provide consistent CPI-linked revenues that support theGrouprsquos margins While the Vodafone MSAs vary from market to market their key provisions are broadly thesame As discussed further below the terms of the Vodafone MSAs provide Vantage Towers with a high degreeof visibility and predictability over its future revenues and cash flows and the Company believes that therecurring nature of the payments under these Vodafone MSAs will support the stability and growth of theGrouprsquos revenues and cash flows over the medium and long term

The Vodafone MSAs have been entered into for an initial term of eight years (until November 2028) andrenew automatically following the expiration of their initial term for three additional eight-year terms subjectto the Vodafone Operatorrsquos right at the end of each term not to extend the agreement Under the terms of theVodafone MSAs Vantage Towers charges a tenant fee to Vodafone for use of its Sites and related services Thisincludes a base service charge and additional service charges The additional service charges include chargesfor services provided on Sites that Vodafone has designated as Strategic Sites (if applicable) Sites thatVodafone has designated as Critical Sites and Sites subject to Active Sharing Arrangements If a tenancy isadded to a Site the Vodafone Operator receives an additional tenant discount to its base service charge unlessthe tenant was colocating on the Site at the effective date of the Vodafone MSA and is installing more ActiveEquipment or renewing its Site agreement Other than in Greece (where the discount does not apply) andwithin certain Central and Eastern European markets (where the discount is lower) the additional tenantdiscount is 15 of the original anchor fee This additional tenant discount does not apply to Vodafonersquospartners Deutsche Telekom and Telefoacutenica Deutschland sharing on German ldquowhite spotrdquo Sites or to additionalactive sharing counterparties on any Site Over the medium term the Company expects the impact of anchortenant discounts on revenue to be less than EUR 10 million per year A ldquoStrategic Siterdquo is a Site that is ofstrategic importance to a Vodafone Operator from a network management perspective Vodafone has consentrights over other MNOs colocating on Strategic Sites As of December 31 2020 approximately 3 of theGrouprsquos Sites were designated as Strategic Sites A ldquoCritical Siterdquo is a Site subject to higher service levels ASite can be designated as both a Strategic Site and a Critical Site For further informationsee ldquo17129 Strategic Sitesrdquo and ldquo171210 Critical Sitesrdquo The Group also receives additional servicecharges to recover portions of ground rent increases over stipulated thresholds (input cost recovery) and ifVodafone requires additional space weight or power at a Site over and above the configuration reserved undera Vodafone MSA (loading charges) The base service fees and the additional service charges vary annually byreference to an agreed CPI as described under ldquo135 The Vantage Towers Business Modelrdquo above The Groupalso receives charges for Active Energy and Passive Energy services

For the six months ended September 30 2020 and the three months ended December 31 2020 the Groupgenerated revenue of EUR 232 million and EUR 187 million respectively from Vodafone For the six monthsended September 30 2020 and the three months ended December 31 2020 revenue from Vodafone principallycomprised Macro Site revenue in Germany

As part of the Vodafone BTS Commitment Vodafone has also committed to contract for the constructionof approximately 6850 new BTS Sites from Vantage Towers that the Group believes provide it with additionalvisibility on future revenue growth See ldquo1365 Number of Sitesrdquo below The pricing of new standardconfiguration BTS Sites under the Vodafone BTS Commitment is expected to be in line with existing anchor

112

fees for standard configuration Macro Sites under the Vodafone MSAs except in the case of the approximately2000 Macro Sites to be built in remote ldquowhite spotrdquo areas in Germany on which a single fee representative ofone anchor fee and one third-party fee is expected to be charged Such a ldquowhite spot feerdquo will be higher thanthe Grouprsquos other fees due to three tenants being colocated on each Macro Site and these Macro Sites havinghigher construction costs There is built-in protection for Vantage Towers if new BTS Site capital expenditurecosts exceed certain thresholds in the form of a recharge back to Vodafone Vantage Towers has preferredsupplier status under the terms of the Vodafone MSAs for any Vodafone Sites over and above the VodafoneBTS Commitment

1363 Revenue from Other Customers

In addition to the revenue generated from the Vodafone MSAs the Group also benefits from strongrevenue visibility and predictability from long-term contractual commitments with its other MNO customerswhich include the leading MNOs in each of its markets and from agreements with a number of non-MNOsThe Grouprsquos contracts with other MNOs have a typical duration of eight years and the majority includeautomatic rollover or extension clauses that are either long-term or without limitation The annual paymentsvary depending upon numerous factors such as the number of Sites related to the contracts Site location andclassification (including height) the configuration of equipment on the Site and ground space required by thecustomer Approximately one-third of the Grouprsquos contracts with other MNO customers are linked to inflationand the Group aims to include CPI escalators in its customer contracts as they expire and are renegotiated InGreece as part of its contractual arrangements with the Group Wind Hellas has committed to contract for theconstruction of 250 new BTS Sites and to use Vantage Towers Greece as its preferred supplier for Sites subjectto certain limited exceptions providing the Group with further visibility on its revenue growth

Between April 1 2020 and December 31 2020 the Group added approximately 1100 non-Vodafonetenancies of which approximately 600 were tenancies from the Active Sharing Arrangement in Spain For thesix months ended September 30 2020 and the three months ended December 31 2020 the Group generatedrevenue of EUR 33 million and EUR 25 million respectively from customers other than Vodafone For the sixmonths ended September 30 2020 and the three months ended December 31 2020 revenue from customersother than Vodafone principally comprised Macro Site revenue

1364 Tenancy Ratio and Impact of Colocations

The Grouprsquos operating leverage is supported by the addition of new tenancies Prior to the establishmentof Vantage Towers there was limited focus on adding new tenants to the Towers Business As a dedicatedmobile telecommunications tower infrastructure operator the Group is aiming to increase its tenancy ratios andits returns by adding new tenants on its Sites and installing new Active Equipment for its customers TheGroup is actively seeking to generate additional revenues and improve its margins by attracting new customers(also referred to as ldquotenantsrdquo) whether MNOs or non-MNOs onto its Sites with relatively low additional costDue to the relatively fixed nature of the Grouprsquos costs if the Group attracts additional tenants or addsadditional Active Equipment to its Sites it can generate higher margins and create significant value for thebusiness Tenancies can be physical tenancies (ie when a customer locates its Active Equipment on a Site) oractive sharing tenancies (ie when a customer shares its Active Equipment on a Site with a counterparty underan active sharing agreement) Where more than one customer is physically hosted on a single Site this isknown as colocation By colocating additional physical tenants on its Sites or adding active sharing tenanciesthe Group increases its tenancy ratio The Group defines tenancy ratio as the total number of tenancies(including physical tenancies and active sharing tenancies) on the Grouprsquos Macro Sites divided by the totalnumber of Macro Sites Therefore the Grouprsquos tenancy ratio counts two tenancies where the physical tenant(Vodafone or another MNO) is actively sharing on a Macro Site While the Grouprsquos anchor tenant receivesdiscounts to its Site fees for new MNO colocations on a Site (except in Greece where there are no discounts tobase service charges) the colocation fees charged to new tenants are such that they more than offset any suchdiscount resulting in an overall increase in revenue and Adjusted EBITDA for such Site with the majority ofthe expected economic benefit of the additional colocation being received by the Group

The Group has good visibility on the drivers of tenancy growth in the medium term The Companyexpects that between the twelve months ended March 31 2020 and the twelve months ending March 31 2030coverage obligations densification needs and new entrants will add approximately 90000 incremental PoPs inthe countries in which the Group operates 57000 of these PoPs are expected to be located in Germany and12000 are expected to be located in Spain with the remaining 22000 coming from Greece and OtherEuropean Markets In the medium-term the Company is targeting a tenancy ratio of over 150x with BTS

113

commitments and white spot obligations (as described below) expected to represent a significant portion oftenancy growth and key potential upsides coming from colocating new tenants on German RTT Sites

The Company aims to reach its medium-term tenancy ratio target through a combination of the over13400 tenancies for which it had commitments in November 2020 and uncommitted market tenancies Of itscommitted tenancies the Company expects to add approximately 7700 new tenancies by March 31 2026including approximately 550 tenancies on new Sites commissioned during the twelve months ending March 312021 and approximately 7100 tenancies on new BTS Sites built in response to BTS Site commitmentsSee ldquo1365 Number of Sitesrdquo below for more information One of the principal drivers of growth in VantageTowersrsquo physical tenancies is expected to be the plan between Vodafone Deutsche Telekom and TelefoacutenicaDeutschland to coordinate the set-up and operation of 6000 Sites in ldquowhite spotrdquo areas across rural areas andtransportation routes in Germany For the Group each of the new Sites that it expects to build pursuant to thisplan will host three MNOs including Vodafone equating to three physical tenancies on each Site and 6000secured tenancies 2000 of these ldquowhite spotrdquo tenancies are part of Vodafonersquos BTS commitment and thereforeincluded in the 7100 new tenancies from BTS Site commitments

In addition to these 11700 committed tenancies the Group expects to add 1700 committed tenancies netof the expected decommissioning of approximately 900 Sites in Spain and approximately 500 Sites in OtherEuropean Markets The majority of these tenancies are expected to come from Active Sharing ArrangementsUnder Active Sharing Arrangements between Vodafone and Orange in Spain Vantage Towers applies aportfolio fee structure instead of the per Site fee structure used in almost all of its other Consolidated MarketsWhile Vantage Towers expects to decommission Sites as a result of the Active Sharing Arrangements in Spainit expects an offsetting increase of more than 1900 tenancies upon the full implementation of thesearrangements resulting in around 1000 net secured tenancies in Spain and an overall increase in revenue in themedium term After accounting for other Site decommissionings in Spain that are unrelated to active sharingthe remaining committed tenancies result from Active Sharing Arrangements in Other European Markets (netof decommissioned Sites) See ldquo1365 Number of Sitesrdquo

During the nine months ended December 31 2020 the Group added approximately 1400 net tenancies toits Macro Sites increasing its total tenancies to approximately 63700 tenancies as of the end of the period Ofthis amount approximately 500 tenancies were not committed in November 2020 As a result the Groupsecured approximately a quarter of the non-committed tenancies that it expects to require to achieve itsmedium-term tenancy ratio target of over 150x The Company expects its growth to increase as new tenanciesbegin to contribute and its BTS program builds to run rate See ldquo1365 Number of Sitesrdquo below

As of December 31 2020 the Grouprsquos average tenancy ratio in its Consolidated Markets was 139xcompared to 137x as of March 31 2020 The table below sets out the tenancy ratios in each of the Grouprsquosmarkets and those of INWIT and Cornerstone as of the dates indicated

As ofMarch 31

2020(1)December 31

2020(x)

Markets by SegmentGermany 120 121Spain 160 168Greece(2) 161 164Other European MarketsPortugal 121 122Czech Republic 109 109Romania 201 201Hungary 138 141Ireland 154 155

Total Other European Markets 134 138Total 137 139Co-Controlled Joint VenturesItaly(3) 180 185(4)United Kingdom(5) 201 201Total 161 162

Notes


114


(3) Reflects 100 of INWITrsquos Sites Figures are based on information that has been made publicly available by INWIT

(4) INWIT as of September 30 2020

(5) Reflects 100 of Cornerstonersquos Sites

1365 Number of Sites

The Grouprsquos results are impacted by the number of Sites in its portfolio In addition to generating revenuefrom providing space on its Sites and related services the Group also receives revenue from new Sites NewSites constructed during the course of a financial year earn revenue from the point of commissioning meaningthat a Site typically does not generate full run-rate revenue until the financial year after it is commissioned Asof December 31 2020 the Grouprsquos Site portfolio including those of INWIT and Cornerstone comprisedapproximately 82000 Macro Sites and approximately 7100 Micro Sites

The Group has a total of approximately 7100 committed new BTS Sites across its markets Of the totalcommitted Sites the Vodafone Group has committed to contract for the construction of approximately 6850new BTS Sites as part of the Vodafone BTS Commitment Approximately 5500 of these Sites are expected tobe located in Germany of which approximately 2000 are expected to provide coverage as part of the planbetween Vodafone Deutsche Telekom and Telefoacutenica Deutschland to coordinate the set-up and operation of6000 Sites in ldquowhite spotrdquo areas The Vodafone BTS Commitment is a take-or-pay arrangement under whichVodafone has the ability to defer the roll out of up to 10 of the committed BTS Sites into the twelve monthsending March 31 2027 Approximately 1100 BTS Sites to be built pursuant to Vodafonersquos BTS Commitmentare divided between Spain and Other European Markets Vodafone and Wind Hellas have each committed tocontract for the construction of 250 BTS Sites in Greece (500 BTS Sites in total) Roll out is expected to reachrun-rate during the twelve months ending March 31 2023 Once these committed new BTS Sites are deliveredthe Company expects to generate incremental Adjusted EBITDAaL of approximately EUR 130 million byMarch 31 2027 As the Group deploys these committed new BTS Sites and continues to add new tenanciesthe Company continues to target margins in the high fifty percentages in the medium term however theseinitiatives are not expected to have a meaningful impact on Adjusted EBITDAaL margins until the twelvemonths ending March 31 2023 To finance the construction of the new BTS Sites the Company expects toinvest EUR 1 billion between April 1 2021 and March 31 2026

Based on forecast demand for new Sites due to coverage requirements and densification needs fromApril 1 2026 the Company expects that the Grouprsquos share of BTS demand is likely to be between 500 and 700Sites per year without accounting for new coverage obligations or 6G roll out Under the Vodafone MSAsVantage Towers has a right of first offer on Vodafone BTS Sites over and above the Vodafone BTSCommitment The Group believes that its future growth will depend on its ability to selectively build new BTSSites in the future and potentially to identify and consummate additional Site acquisitions

Sites that are decommissioned and not replaced can in some circumstances reduce the Grouprsquos revenueand margins In Spain approximately 900 Sites are expected to be decommissioned the majority of which as aresult of the Active Sharing Arrangement entered into between Vodafone and Orange In Other EuropeanMarkets approximately 500 Sites are expected to be decommissioned in the medium term mostly relating toActive Sharing Arrangements However as discussed above the Group expects an offsetting increase intenancies upon the full implementation of these arrangements resulting in an overall increase in revenueVodafone will pay the costs of the Site decommissionings related to the Active Sharing Arrangements meaningthat they will not impact the Grouprsquos margins

During the nine months ended December 31 2020 the Group added approximately 450 new BTS Sites toits portfolio approximately 350 of which were located in Germany The Group expects to deploy a further 100new BTS Sites during the three months ending March 31 2021 to achieve its target of deploying approximately550 new BTS Sites during the twelve months ending March 31 2021 The Group has also progressed itsplanned decommissioning programs in Spain and Other European Markets with approximately 200 Sitesdecommissioned during the nine months ended December 31 2020 As discussed above thesedecommissionings are provided for under portfolio fee mechanisms meaning revenue has not beennegatively impacted while operating costs have been reduced

1366 Ground Lease Optimization Initiatives

Ground leases (calculated as the sum of depreciation on the right of use assets and interest on leaseliabilities) are the Grouprsquos largest efficiency opportunity representing approximately 56 of the Grouprsquos costs

115

(total costs excluding taxation and one-off and other items) during the six months ended September 30 2020and approximately 53 during the three months ended December 31 2020 To optimize its ground lease coststhe Group has established dedicated internal teams in each market to identify potential buy-out targets and tooversee its leases and landlord management Pursuant to the ground lease optimization program the Group isseeking to reduce its ground lease costs by selectively acquiring land on which certain of its Sites are located orthe long-term RoU assets in respect of such land or property (typically between 10 and 30 years) on marginaccretive terms The Group believes that the ground lease optimization program will allow it to increasetenancies on a number of its RTTs by removing restrictions under certain of its leases and will protect theGroup from companies seeking to consolidate land ownership in order to increase lease costs The Groupassesses land or long-term RoU acquisitions based on internal rates of return and return on capital employedalongside other factors including the strategic nature of the Sites and the ability to unlock active sharing andpassive sharing opportunities The Group has budgeted for at least EUR 200 million of ground lease capitalexpenditure over the medium term subject to achieving appropriate returns

The first phase of the ground lease optimization program is being rolled out over the next five financialyears and targets approximately 10 of the Grouprsquos current Sites The Company has identified approximately900 initial priority Sites in key markets for the ground lease optimization program See ldquo16333 Best-in-ClassOperational Efficiencyrdquo

In addition to acquiring land or RoU assets the Group has also begun to optimize its lease portfoliothrough the active renegotiation of leases where possible and advantageous to do so in some cases offeringlandlords longer lease terms in exchange for reduced rental costs


The Grouprsquos capacity to maintain a high level of service depends on its ability to develop expand andmaintain its infrastructure The Group classifies its capital expenditure into four main categories(i) maintenance capital expenditure (ii) growth capital expenditure which includes new Site capitalexpenditure ground lease optimization capital expenditure and other growth capital expenditure (iii) non-recurring capital expenditure and (iv) recharged capital expenditure Maintenance capital expenditure consistsof capital expenditure required to maintain and continue the operation of the existing tower network and otherPassive Infrastructure (excluding capital investment in new Sites or other growth initiatives) New Site capitalexpenditure is capital expenditure in connection with the construction of new BTS Sites (ldquonew Site capitalexpenditurerdquo) The cost of constructing new BTS Sites may vary depending on a number of factors includingbut not limited to Site type location terrain and regulatory approvals however the Group has some protectionagainst higher construction costs as part of the Vodafone MSAs Ground lease optimization capital expenditureis capital expenditure on the ground lease optimization program (ldquoground lease optimization capitalexpenditurerdquo) Other growth capital expenditure comprises capital expenditure linked to initiatives to growearnings including but not limited to upgrade capital expenditure to enable non-Vodafone tenanciesefficiencies investments and DASindoor Small Cell roll out as well as the residual portion of capitalexpenditure in connection with upgrades to existing Sites that is not recharged directly to tenants (ldquoothergrowth capital expenditurerdquo) Recharged capital expenditure comprises capital expenditure in connection withupgrades to existing Sites recharged to tenants (ldquorecharged capital expenditurerdquo) Other non-recurring capitalexpenditure includes capital expenditure on IT transformation infrastructure and research and development aswell as investment in energy infrastructure Under the terms of the Vodafone MSAs and some of its othercustomer agreements the Group receives revenue from recharges of capital expenditure in connection withupgrades to existing Sites recharged to Vodafone Operator following the provision of upgrade services up tostandard configuration on Sites Going forward the Group may also receive recharges of capital expenditurefrom its other MNO customers See ldquo1393 Capital Expenditurerdquo for information on the Grouprsquos historical andexpected capital expenditure

1368 Performance of INWIT and Cornerstone

The Grouprsquos shareholdings in INWIT and Cornerstone are accounted for under the equity method exceptfor in the Audited Six-Month Condensed Combined Interim Financial Statements as the Grouprsquos shareholdingsin INWIT and Cornerstone had not been contributed to Vantage Towers as of September 30 2020 Theshareholding in INWIT is accounted for under ldquoinvestments in joint venturesrdquo in the combined statement offinancial position and under ldquoshare of results of equity accounted joint venturesrdquo in the combined incomestatement in the Unaudited Three-Month Condensed Combined Interim Financial Statements The Grouprsquosshareholding in Cornerstone is not accounted for in the Unaudited Three-Month Condensed Combined InterimFinancial Statements because the effective date of CTHCrsquos acquisition of its 50 shareholding in Cornerstone

116

was January 14 2021 Both the Grouprsquos shareholding in INWIT and its shareholding in Cornerstone will beaccounted for under ldquoinvestments in joint venturesrdquo in the Grouprsquos consolidated statement of financial positionand under ldquoshare of results of equity accounted joint venturesrdquo in the Grouprsquos consolidated income statementgoing forward

The Grouprsquos results are impacted by the operational performance of these investments INWITrsquosoperational performance and Cornerstonersquos operational performance are impacted by various factors includingchanges in the revenue derived from their anchor tenants Telecom Italia and Vodafone Italia SpA (ldquoVodafoneItalyrdquo) in the case of INWIT and Vodafone UK and Telefoacutenica UK in the case of Cornerstone demand fortelecommunications services in Italy or the United Kingdom respectively particularly as a result of theCOVID-19 pandemic and as a result of changes in the market entry of new potential competitors in the fixed-line and mobile sphere andor potential governmental procedures or constraints delaying the implementation ofnew strategies Cornerstonersquos operational performance is also expected to be impacted by the UK ElectronicCommunications Code (ldquoECCrdquo) as a result of its impact on the Grouprsquos ground lease costs Changes inINWITrsquos or Cornerstonersquos operational performance and thereby results due to these factors would in turn havean impact on the Grouprsquos share of results of equity accounted joint ventures and thereby its profit for theperiod

1369 Inflation

The Group has contractual escalators linked to CPI in each of the Vodafone MSAs which provide it withstable margins While the majority of the Grouprsquos contracts with other MNO customers are not currently linkedto inflation the Group aims to include CPI escalators in its customer contracts as they expire and arerenegotiated The Grouprsquos results of operations are therefore protected to a large degree from the impact ofinflation and deflation which helps it better predict future cash flows The contractual escalators related toinflation are typically linked to the CPI in the countries in which the Group operates and are applied once ayear based on the preceding twelve-month period for the succeeding twelve months In the twelve monthsending March 31 2022 the Vodafone MSA increase has been contractually agreed As noted above in the caseof the Vodafone MSAs the CPI escalators are subject to caps and floors which differ to some degree frommarket to market and contract to contract The base service charges and the additional service charges varyannually by reference to an agreed consumer price index that typically has a floor of 0 (other than inGermany where the floor is negative 2 to comply with legal requirements) and a cap of 2 (other thanHungary where the cap is 3) The following table sets out the Vodafone MSA CPI escalators for the twelvemonths ending March 31 2021 and 2022 respectively

Twelve months endingMarch 31

2021(1) 2022(2)

(unaudited) (unaudited)()

Germany 15 10Spain 06 10Greece 02 00Other European Markets 11 17

Notes



117

137 Results of OperationsmdashCombined Income Statement

1371 Three Months Ended December 31 2020

The table below sets forth the Grouprsquos income statement on a combined basis for the three months endedDecember 31 2020

Three monthsended

December 312020


Revenue 211Maintenance costs (10)Staff costs (6)Other operating expenses (15)Depreciation on lease-related right of use assets (50)Depreciation on other property plant and equipment (22)Operating profit 108Interest on lease liabilities (14)Other finance costs (3)Other expenses (25)Share of results of equity accounted joint ventures 2Profit before tax 69Income tax expense (19)Profit for the period 50

13711 Revenue

The Grouprsquos revenue for the three months ended December 31 2020 was EUR 211 million and consistedof EUR 201 million of Macro Site revenue EUR 4 million of other rental revenue EUR 5 million of energyand other revenue and EUR 2 million of recharged capital expenditure revenue


The table below sets forth the Grouprsquos revenue by segment for the three months ended December 312020

Three monthsended

December 312020


Germany 119Spain 42Greece 8Other European Markets 42Total 211


The Grouprsquos maintenance costs for the three months ended December 31 2020 was EUR 10 million andrelated primarily to maintenance of Macro Sites at an average maintenance cost per Site of approximatelyEUR 800

13714 Staff Costs

The Grouprsquos staff costs for the three months ended December 31 2020 was EUR 6 million and consistedprimarily of EUR 6 million of wages and salaries

118


The Grouprsquos other operating expenses for the three months ended December 31 2020 was EUR 15 millionand consisted primarily of passive energy costs IT costs and central costs


Depreciation on lease-related right of use assets is depreciation in relation to the Grouprsquos leasearrangements as required by IFRS 16 The Grouprsquos depreciation on lease-related right of use assets for the threemonths ended December 31 2020 was EUR 50 million


Depreciation on other property plant and equipment is depreciation of land and Passive Infrastructureassets primarily made up of towers and other Passive Infrastructure assets such as electricity substations andcables The Grouprsquos depreciation on property plant and equipment for the three months ended December 312020 was EUR 22 million


The Grouprsquos operating profit for the three months ended December 31 2020 was EUR 108 million


The Grouprsquos interest on lease liabilities calculated in accordance with IFRS 16 was EUR 14 million forthe three months ended December 31 2020

137110 Other Finance Costs

The Group incurred other finance costs of EUR 3 million for the three months ended December 31 2020

137111 Share of Results of Equity Accounted Joint Ventures

The Grouprsquos share of results of equity accounted joint ventures for the three months ended December 312020 was EUR 2 million and consisted of income from the Grouprsquos equity investment in INWIT


The Grouprsquos profit before tax for the three months ended December 31 2020 was EUR 69 million


The Grouprsquos income tax expense for the three months ended December 31 2020 was EUR 19 million TheGrouprsquos effective tax rate calculated by dividing income tax expense by profit before tax for the three monthsended December 31 2020 was 27


The Grouprsquos profit for the period for the three months ended December 31 2020 was EUR 50 million dueto the items described above


Set forth below is the Grouprsquos Adjusted EBITDAaL and the Grouprsquos Adjusted EBITDAaL by segment forthe three months ended December 31 2020 Adjusted EBITDAaL is a Non-IFRS Measure on a combined basisand should not be considered as an alternative to the historical financial results or other indicators of theGrouprsquos performance based on IFRS measures See ldquo26 Non-IFRS Measures on a Combined Basis andAlternative Performance Measures on a Pro Forma Basisrdquo and ldquo112 Reconciliation of Non-IFRS Measuresrdquofor more detail on Adjusted EBITDAaL and other Non-IFRS Measures on a combined basis

The Grouprsquos Adjusted EBITDAaL for the three months ended December 31 2020 was EUR 115 millionOf this amount EUR 69 million was from Germany EUR 19 million was from Spain EUR 4 million was fromGreece and the remaining EUR 22 million was from Other European Markets

119

1372 Six Months Ended September 30 2020

The table below sets forth the Grouprsquos income statement on a combined basis for the six months endedSeptember 30 2020

Six monthsended

September 302020


Revenue 265Maintenance costs (10)Staff costs (6)Other operating expenses (18)Depreciation on lease-related right of use assets (61)Depreciation on other property plant and equipment (29)Operating profit 142Interest on lease liabilities (19)Other finance costs (0)Other expenses (1)Profit before tax 122Income tax expense (34)Profit for the period 88

13721 Revenue

The Grouprsquos revenue for the six months ended September 30 2020 was EUR 265 million and primarilyconsisted of EUR 257 million of Macro Site revenue EUR 2 million of other rental revenue andEUR 5 million of energy and other revenue


The table below sets forth the Grouprsquos revenue by segment for the six months ended September 30 2020

Six monthsended

September 302020


Germany 161Spain 79Other European Markets 25Total 265


The Grouprsquos maintenance costs for the six months ended September 30 2020 was EUR 10 million relatedprimarily to maintenance of Macro Sites at an average maintenance cost per Site of approximately EUR 800

13724 Staff Costs

The Grouprsquos staff costs for the six months ended September 30 2020 was EUR 6 million and consistedprimarily of EUR 5 million of wages and salaries


The Grouprsquos other operating expenses for the six months ended September 30 2020 was EUR 18 millionand consisted primarily of passive energy costs IT costs and central costs

120


Depreciation on lease-related right of use assets is depreciation in relation to the Grouprsquos leasearrangements as required by IFRS 16 The Grouprsquos depreciation on lease-related right of use assets for the sixmonths ended September 30 2020 was EUR 61 million


Depreciation on other property plant and equipment is depreciation of land and Passive Infrastructureassets primarily made up of towers and other Passive Infrastructure assets such as electricity substations andcables The Grouprsquos depreciation on other property plant and equipment for the six months endedSeptember 30 2020 was EUR 29 million


The Grouprsquos operating profit for the six months ended September 30 2020 was EUR 142 million


The Grouprsquos interest on lease liabilities calculated in accordance with IFRS 16 was EUR 19 million forthe six months ended September 30 2020

137210 Other Expenses

The Group incurred other expenses of EUR 1 million for the six months ended September 30 2020


The Grouprsquos profit before tax for the six months ended September 30 2020 was EUR 122 million


The Grouprsquos income tax expense for the six months ended September 30 2020 was EUR 34 million Thisincluded EUR 15 million of deferred tax expense primarily in relation to tax losses carried forward inGermany The Grouprsquos effective tax rate calculated by dividing income tax expense by profit before tax forthe six months ended September 30 2020 was 28


The Grouprsquos profit for the period for the six months ended September 30 2020 was EUR 88 million dueto the items described above


Set forth below is the Grouprsquos Adjusted EBITDAaL and the Grouprsquos Adjusted EBITDAaL by segment forthe six months ended September 30 2020 Adjusted EBITDAaL is a Non-IFRS Measure on a combined basisand should not be considered as an alternative to the historical financial results or other indicators of theGrouprsquos performance based on IFRS measures See ldquo26 Non-IFRS Measures on a Combined Basis andAlternative Performance Measures on a Pro Forma Basisrdquo and ldquo112 Reconciliation of Non-IFRS Measuresrdquofor more detail on Adjusted EBITDAaL and other Non-IFRS Measures on a combined basis

The Grouprsquos Adjusted EBITDAaL for the six months ended September 30 2020 was EUR 152 million Ofthis amount EUR 104 million was from Germany EUR 34 million was from Spain and the remainingEUR 13 million was from Other European Markets

121

138 Discussion of Combined Statement of Financial Position

The table below sets forth an overview of the Grouprsquos statement of financial position on a combined basisas of the dates shown

As ofSeptember 30

2020December 31


Non-current assetsGoodwill and intangible assets(1) 3097 3446Property plant and equipment 2148 2847Investments in joint ventures mdash 2918Deferred tax assets 25 18Trade and other receivables 4 9Total non-current assets 5273 9239Current assetsReceivables due from related parties 392 1127Trade and other receivables 37 41Cash and cash equivalents 3 6Total current assets 432 1175Total assets 5706 10414EquityNet investment of parent 3442 4948Non-controlling interests mdash 55Total equity 3442 5003Non-current liabilitiesLease liabilities 1466 1786Provisions 275 309Post employment benefits 0 1Deferred tax liabilities 0 18Payables due to related parties 104 195Trade and other payables 5 3Total non-current liabilities 1850 2312

Current liabilitiesLease liabilities 72 263Current income tax liabilities 20 24Provisions 11 17Payables due to related parties 171 2633Trade and other payables 141 160Overdrafts mdash 3Total current liabilities 414 3099Total liabilities 2264 5411Total equity and liabilities 5706 10414

Note

(1) Referred to as ldquoGoodwillrdquo in the Audited Six-Month Condensed Combined Interim Financial Statements

1381 Non-Current Assets

The Grouprsquos non-current assets consists of goodwill and intangible assets property plant and equipmentinvestments in joint ventures deferred tax assets and trade and other receivables

The Grouprsquos non-current assets increased by EUR 3966 million or 75 from EUR 5273 million as ofSeptember 30 2020 to EUR 9239 million as of December 31 2020 This increase was primarily driven by anincrease in investments in joint ventures relating to the 332 investment in INWIT

122

1382 Current Assets

The Grouprsquos current assets consist of receivables due from related parties trade and other receivables andcash and cash equivalents

The Grouprsquos current assets increased by EUR 743 million from EUR 432 million as of September 302020 to EUR 1175 million as of December 31 2020 This increase was primarily driven by an increase inreceivables due from related parties

1383 Equity

The Grouprsquos total equity increased by EUR 1561 million or 45 from EUR 3442 million as ofSeptember 30 2020 to EUR 5003 million as of December 31 2020 This increase was primarily driven by anincrease in Vodafonersquos investment

1384 Non-Current Liabilities

The Grouprsquos non-current liabilities consist of lease liabilities provisions post employment benefitsdeferred tax liabilities payables due to related parties and trade and other payables

The Grouprsquos total non-current liabilities increased by EUR 462 million or 25 from EUR 1850 millionas of September 30 2020 to EUR 2312 million as of December 31 2020 This increase was primarily drivenby an increase in lease liabilities

1385 Current Liabilities

The Grouprsquos current liabilities consist of lease liabilities current income tax liabilities provisionspayables due to related parties trade and other payables and overdrafts

The Grouprsquos total current liabilities increased by EUR 2685 million from EUR 414 million as ofSeptember 30 2020 to EUR 3099 million as of December 31 2020 This increase was primarily driven by anincrease in payables due to related parties

139 Liquidity and Capital Resources

1391 Overview

The Grouprsquos primary sources of liquidity are cash flows from operating activities intercompany financingfrom Vodafone and the Senior Facilities (as defined below) The Grouprsquos policy is to borrow using a mixture oflong-term and short-term capital market issues and borrowing facilities to meet anticipated fundingrequirements These borrowings together with cash generated from operations are loaned internally orcontributed as equity to certain subsidiaries The Group had cash and cash equivalents of EUR 3 million andEUR 6 million as of September 30 2020 and December 31 2020 respectively

The Grouprsquos capital allocation policy will focus on organic growth and value accretive inorganicinvestments as well as attractive cash returns for shareholders The Group has a risk-adjusted return focusGoing forward it intends to report return on capital employed for new Sites

The Company is targeting Net Financial Debt of approximately EUR 21 billion and a Net Financial Debtto Adjusted EBITDAaL ratio of 40x as of March 31 2021 enabling it to balance growth investments andreturns Over the medium term the Company is aiming to maintain a 40x Net Financial Debt to AdjustedEBITDAaL ratio The Company believes that this ratio provides it with the flexibility to increase leverage forthe right organic growth beyond the business plan andor strategic MampA Assuming the capacity to invest insuch opportunities up to a Net Financial Debt to Adjusted EBITDAaL ratio of 55x the Group hasEUR 1 billion of leverage capacity with additional meaningful financing capacity from potential future equityissuances The Group will seek to provide shareholders with consistent cash returns through its dividend policywith the potential for additional returns when leverage is below 40x Net Financial Debt to AdjustedEBITDAaL For more information on the Grouprsquos dividend policy see ldquo8 Dividend Policyrdquo

Prior to the Reorganization the Towers Business had not historically operated or been managed as aseparate legal entity within the Vodafone Group and therefore neither the Towers Businessrsquo working capitalnor its Net Financial Debt can be identified Following the legal separation of the Towers Businesses eachGroup company into which a Towers Business was separated has participated or will participate in Vodafonersquosintercompany funding program which includes certain intercompany loans and deposits cash management andcash pooling arrangements pursuant to multi-currency agreements (ldquoMCAsrdquo) with Vodafone Shared Services

123

Budapest Private Limited Company (ldquoVSSBrdquo) (the ldquoVSSB MCAsrdquo) a multi-currency agreement withVodafone Germany (the ldquoVodafone Germany MCArdquo) and certain other multi-currency agreements VantageTowers Greece is not party to a VSSB MCA

Following the Offering the VSSB MCAs and the Vodafone Germany MCA will remain in place tofacilitate the Grouprsquos ongoing participation in Vodafonersquos multi-currency cash management system See ldquo1719VSSB MCArdquo and ldquo17110 Vodafone Germany MCArdquo

On December 17 2020 the Company drew down EUR 2290000000 (the ldquoVodafone InvestmentsLoanrdquo) under a EUR 3 billion loan facility with Vodafone Investments Luxembourg Sagraverl (ldquoVodafoneInvestmentsrdquo) See ldquo16213 Vodafone Investments Facilityrdquo The Company intends to refinance the VodafoneInvestments Loan using third-party financing following the Offering

The Grouprsquos payables to subsidiaries of Vodafone Group Plc increased by EUR 2553 million toEUR 2828 million as of December 31 2020 compared to EUR 275 million as of September 30 2020 Theincrease was mainly attributable to the Company receiving the Vodafone Investments Loan

On February 12 2021 the Company entered into (i) a EUR 24 billion senior unsecured term loan facility(the ldquoTerm Loan Facilityrdquo) and (ii) a EUR 300 million senior unsecured revolving credit facility (theldquoRevolving Credit Facilityrdquo together with the Term Loan Facility the ldquoSenior Facilitiesrdquo) See ldquo16214Senior Facilitiesrdquo for more information As of the date of this Prospectus the Senior Facilities were undrawnSubject to market conditions the Company may refinance the Vodafone Investments Facility by drawing downon the Term Loan Facility andor issuing Eurobonds in the near term while using the Revolving Credit Facilityto provide liquidity

The Grouprsquos ability to generate cash flow from operations depends on its future operating performancewhich is in turn dependent on general economic financial competitive market and other factors many ofwhich are beyond its control See ldquo136 Key Factors Affecting the Grouprsquos Results of Operationsrdquo for adiscussion of certain factors that could affect its future performance and the industry in which the Groupoperates

The Company believes that the historical cash flows described below are of limited information for theGrouprsquos cash flows on an ongoing and future basis See ldquo1333 Comparability of the Unaudited Three-MonthCondensed Combined Interim Financial Statements and the Audited Six-Month Condensed Combined InterimFinancial Statementsrdquo

1392 Cash Flows

The table below sets forth the principal components of the Grouprsquos cash flows on a combined basis for theperiods indicated

For the sixmonths endedSeptember 30

2020

For the threemonths endedDecember 31



13921 Net Cash from Operating Activities

Net cash from operating activities was EUR 103 million for the six months ended September 30 2020This comprised EUR 142 million of operating profit that was primarily adjusted for working capitalmovements including a EUR 210 million increase in trade receivables from related parties partially offset by aEUR 101 million increase in trade payables to related parties and EUR 61 million of depreciation on lease-related right of use assets

Net cash from operating activities was EUR 276 million for the three months ended December 31 2020This consisted of EUR 108 million of operating profit that was primarily adjusted for working capitalmovements including a EUR 82 million decrease in trade receivables from related parties which was partially

124

offset by a EUR 25 million increase in trade payables to related parties EUR 50 million of depreciation oflease-related right of use assets and EUR 22 million of depreciation of property plant and equipment

13922 Net Cash Used in Investing Activities

Net cash used in investing activities was EUR 39 million for the six months ended September 30 2020which consisted entirely of purchases of property plant and equipment

Net cash used in investing activities was EUR 30 million for the three months ended December 31 2020This was comprised of purchases of property plant and equipment

13923 Net Cash Used in Financing Activities

Net cash used in financing activities was EUR 61 million for the six months ended September 30 2020This related to EUR 34 million of repayments of lease liabilities including interest and EUR 27 million of netmovements in cash management activities with related parties

Net cash used in financing activities was EUR 244 million for the three months ended December 31 2020This related mainly to EUR 196 million of net movements in cash management activities with related partiesand EUR 51 million of repayments of lease liabilities including interest

13924 Working Capital

The Grouprsquos working capital is split between operational working capital and non-operational workingcapital Operational working capital consists of recurring cash flows and excludes for example growth capitalexpenditure and recharged capital expenditure Non-operational working capital comprises non-recurring cashflows and includes growth capital expenditure and recharged capital expenditure The Group will includemovements in operational working capital in its Recurring Free Cash Flow going forward

By March 31 2021 the Company expects its operational working capital to normalize following thecompletion of the Reorganization and the Vodafone MSAs coming into full operation Over the medium termthe Company expects that its operational working capital will average approximately 12 to 15 of revenue(excluding recharged capital expenditure revenue) The Company expects movements in net working capital toaverage single digit Euro million annual outflows

In the near term the Companyrsquos non-operational working capital movements are expected to have a netpositive impact on Free Cash Flow as new Site capital expenditure related to the Grouprsquos BTS commitmentsincreases Over the medium term the Company expects its non-operational working capital to vary due to theimpact of growth capital expenditures


13931 Historical Capital Expenditure

Capital expenditure for the six months ended September 30 2020 amounted to EUR 49 million on acombined basis which consisted of EUR 22 million of recharged capital expenditure EUR 15 million of othergrowth capital expenditure and non-recurring capital expenditure EUR 9 million of maintenance capitalexpenditure and EUR 4 million of new Site capital expenditure

Capital expenditure for the three months ended December 31 2020 amounted to EUR 32 million on acombined basis which consisted primarily of EUR 13 million of recharged capital expenditure EUR 9 millionof other growth capital expenditure and non-recurring capital expenditure EUR 7 million of maintenancecapital expenditure and EUR 3 million of new Site capital expenditure

Between January 1 2021 and the date of this Prospectus capital expenditure was approximatelyEUR 51 million on a combined basis

13932 Ongoing and Planned Capital Expenditure

The Company has budgeted total capital expenditure of EUR 174 million for the twelve months endingMarch 31 2021 from the date of each subsidiaryrsquos demerger (EUR 222 million for the full period for eachsubsidiary) with a focus on other growth capital expenditure new build capital expenditure and non-recurringcapital expenditure

125

The Companyrsquos current ongoing material investments are primarily focused in Germany and compriseinvestments in

bull upgrading certain of the Grouprsquos Sites to enable them to support 5G mobile networks

bull the construction of new Sites for MNOs

bull the Grouprsquos ground lease optimization pilot programs and

bull the establishment of the Grouprsquos IT infrastructure to support its business functions at the Companyrsquosheadquarters in Germany including the roll out of the Grouprsquos digital programs such as TIMS(ie Tower Information Management System) and Digital Twin

The Company expects to incur approximately EUR 1 billion in new Site capital expenditure in order toservice the Vodafone BTS Commitment and BTS commitment from Wind Hellas This capital expenditure willbe spread over the next five financial years with the BTS commitments expected to reach run-rate by thetwelve months ending March 31 2023 A large proportion of the new Site capital expenditure is expected to bein Germany where new build capital expenditure is higher than in the Grouprsquos other markets due to the cost oflabor and regulation German white spot roll out costs will involve further additional capital expenditure due tothe remote locations of the Sites to be deployed The Company has allocated at least EUR 200 million toground lease optimization capital expenditure over the medium-term subject to achieving appropriate returnsThe Company also expects to spend approximately EUR 40 million to EUR 60 million per year in other growthcapital expenditure in the medium term Over this period the Company aims to invest a total of approximatelyEUR 80 million to EUR 100 million of other growth capital expenditure for tenant upgrades aligned to tenancyratio development in terms of total and timing of expenditure Additional other growth capital expenditure isexpected to be incurred on rights acquisitions indoor Sites and efficiency programs In addition the Companyexpects recharged capital expenditure of between EUR 30 million and EUR 90 million per year driven byVodafone network activity all of which will be charged back to Vodafone under the terms of the VodafoneMSAs

The Company plans to incur approximately EUR 100 million of other non-recurring capital expenditure inthe medium-term This includes planned investment of approximately EUR 65 million in IT transformationinfrastructure and an RampD program The Company also plans to invest approximately EUR 35 million inenergy infrastructure over the medium-term

The Company expects the cost of Sites to remain constant across Site types and markets except inGermany where the cost of new build GBT Sites is expected to decline as roll outs reduce due to thefinalization of ldquowhite spotrdquo roll outs Over the same period the Company also aims to reduce maintenancecapital expenditure as a percentage of revenue

The Group plans to fund its ongoing and planned capital expenditures primarily through operating cashflows and external financing

1310 Pension Liabilities

The table below sets forth the amounts recognized on the combined statements of financial position of theGroup for pension and similar obligations as of the dates shown

As ofSeptember 30

2020December 31



126

1311 Financial Liabilities Contingent Liabilities and Commitments

13111Financial Liabilities

The table below sets forth the Grouprsquos financial liabilities as of the dates shown

As ofSeptember 30

2020December 31


Lease liabilities 1538 2049Payables due to related parties 275 2828Trade and other payables 146 163

As of December 31 2020 lease liabilities related primarily to leases of GBTs and RTTs on which theGroup constructs and operates Passive Infrastructure The following table sets out the Grouprsquos lease liabilitiesbroken down by maturity as of December 31 2020

Withinone year

More thanone yearbut less

thantwo years

More thantwo yearsbut less

thanfive years

More thanfive years

Effect ofdiscounting Total


Lease liability 283 274 734 1083 (325) 2049

As of December 31 2020 payables due to related parties consisted primarily of the loan from VodafoneInvestments under the Vodafone Investments Facility See ldquo139 Liquidity and Capital Resourcesrdquo

Trade and other payables are all financial liabilities with the exception of deferred income As ofDecember 31 2020 deferred income comprised EUR 17 million of trade and other payables

13112 Contingent Liabilities and Other Commitments

As of December 31 2020 the Group did not have any contingent liabilities and other commitments

1312 Quantitative and Qualitative Disclosures about Financial Risk Management

The Grouprsquos treasury function centrally manages the Grouprsquos funding requirements net foreign exchangeexposure interest rate management exposures and counterparty risk in accordance with the framework ofpolicies and guidelines as provided by the Supervisory Board The Grouprsquos accounting function which doesnot report to the Grouprsquos treasury director provides regular update reports of treasury activity to theSupervisory Board

The Group is exposed to a range of risks including credit risk liquidity risk market risk acquisition riskand risks relating to COVID-19 For a detailed description of quantitative and qualitative disclosure on selectedrisks see Note 14 to the Unaudited Three-Month Condensed Combined Interim Financial Statements

1313 Critical Accounting Policies

For a detailed description of the Grouprsquos critical accounting judgments and key sources of estimationuncertainty see Note 1 to the Audited Six-Month Condensed Combined Interim Financial Statements

1314 Additional Information regarding the Audited Unconsolidated Financial Information

13141 Additional Information regarding the Audited Unconsolidated German GAAP FinancialStatements

The Audited Unconsolidated German GAAP Financial Statements of the Company as of and for the shortfinancial year ended March 31 2020 were prepared in accordance with German GAAP For the short financialyear from January 1 2020 to March 31 2020 the profit for the financial year was nil and as of March 312020 the balance sheet total of the Company amounted to EUR 25000 For further information on the AuditedUnconsolidated German GAAP Financial Statements of the Company see pages F-84 et seq

127

13142 Additional Information regarding the Audited Unconsolidated IFRS Financial Statements 2020

The Audited Unconsolidated IFRS Financial Statements 2020 of the Company as of and for the twelvemonths ended March 31 2020 were prepared in accordance with IFRS For the period from April 1 2019 toMarch 31 2020 the profit for the financial year was nil and as of March 31 2020 the balance sheet total ofthe Company amounted to EUR 25000 For further information on the Audited Unconsolidated IFRS FinancialStatements 2020 of the Company see pages F-93 et seq

13143 Additional Information regarding the Audited Unconsolidated IFRS Financial StatementsMarch 2019

The Audited Unconsolidated IFRS Financial Statements March 2019 of the Company as of March 312019 and for the period from February 28 2019 to March 31 2019 were prepared in accordance with IFRSFor the period from February 28 2019 to March 31 2019 the profit for the year was nil and as of March 312019 the balance sheet total of the Company amounted to EUR 12500 For further information on the AuditedUnconsolidated IFRS Financial Statements March 2019 of the Company see pages F-105 et seq

128

14 PROFIT FORECAST

The forecast of Vantage Towers AG (the ldquoCompanyrdquo) and its subsidiaries (together with the Companythe ldquoGrouprdquo the ldquoVantage Towers Grouprdquo or ldquoVantage Towersrdquo) for pro forma Adjusted EBITDAaL andpro forma Recurring Free Cash Flow for the twelve months ending March 31 2021 (the ldquoProfit Forecastrdquo) issimilar to any forward-looking statement necessarily based on assumptions and estimates about future eventsand actions including the Companyrsquos managementrsquos assessment of opportunities and risks Such assumptionsand estimates are inherently subject to significant business operational economic and competitive uncertaintiesand contingencies many of which are beyond the Grouprsquos control and upon assumptions with respect to futurebusiness decisions subject to change

The Profit Forecast is based on the factors and assumptions made by the Grouprsquos management board(Vorstand) (ldquoManagement Boardrdquo) with respect to the Grouprsquos pro forma Adjusted EBITDAaL and pro formaRecurring Free Cash Flow as set out below These assumptions relate to (i) factors that are beyond the Grouprsquoscontrol and related assumptions and (ii) factors that can be influenced by the Group and related assumptionsAlthough the Group believes that these factors and assumptions are reasonable on the date on which the ProfitForecast is prepared they may be subsequently proved to be inappropriate or incorrect Accordinglyprospective investors should treat this information with caution and should not place undue reliance on theProfit Forecast

The key performance indicators described below may not be comparable to other similar titled measures ofother companies have limitations as analytical measures and should not be considered separately or as asubstitute for an analysis of the Grouprsquos results as reported under International Financial Reporting Standards(ldquoIFRSrdquo)

Vodafone Group Plc (together with its consolidated subsidiaries ldquoVodafonerdquo or the ldquoVodafone Grouprdquo)was required to separate certain of its European tower infrastructure assets (both legally and operationally) intoa new stand-alone tower infrastructure operator in order to create Vantage Towers


To establish Vantage Towers VEBV contributed all of its shares in Vantage Towers Ireland VantageTowers Portugal Vantage Towers Czech Republic Vantage Towers Hungary Vantage Towers Spain VantageTowers Romania and INWIT to CTHC Subsequently the Company acquired CTHC following which CTHCacquired VEBVrsquos 62 shareholding in Vantage Towers Greece and Vodafone UKrsquos 50 shareholding inCornerstone The process by which Vantage Towers was established is referred to as the ldquoReorganizationrdquo)

In this Profit Forecast section ldquoFY21rdquo refers to the twelve months ending March 31 2021 ldquoSitesrdquo refersto the infrastructure (ldquoPassive Infrastructurerdquo) on which customer equipment used to receive and transmitmobile network signals is mounted as well as its physical location and the ldquoVodafone MSAsrdquo refers to themaster services agreements entered into between members of the Vodafone Group and members of the Groupin each of the Grouprsquos consolidated markets


The Profit Forecast has been prepared consistently based on the accounting policies of the Company aspresented in the notes to the audited condensed combined interim financial statements of the Group as of andfor the six months ended September 30 2020 and the unaudited condensed combined interim financialstatements of the Group as of and for the three months ended December 31 2020

The above-described Reorganization had a significant impact on the net assets financial position andresults of operations of the Company and will substantially affect the results of operations going forwardTherefore in order to reflect this impact and to prepare financial information which can be compared with theother financial information presented in this Prospectus the Profit Forecast has been prepared on the basis of

129

the hypothetical assumption that the Reorganization and the acquisition of 100 of the shares of VantageTowers Greece had taken place as of April 1 2019 It consists of historical pro forma financial information forthe nine months ended December 31 2020 and forecast financial information for the Grouprsquos futureperformance for the three months ending March 31 2021

Because the Profit Forecast has been prepared on a pro forma basis the Profit Forecast is notrepresentative of the actual future results of the Group and should therefore not be used to draw conclusionsabout the Grouprsquos financial performance for the twelve months ending March 31 2021 presented on aconsolidated basis

142 Definitions

Adjusted EBITDAaL and Recurring Free Cash Flow are used as key performance indicators as theCompany believes they are meaningful measures to evaluate the performance of its business activities overtime The Group understands that these measures are commonly used by analysts and investors in assessing theGrouprsquos performance

The way the Group measures Adjusted EBITDAaL and Recurring Free Cash Flow may not be consistentin the way these measures similar measures or measures with similar names are determined by othercompanies Accordingly Adjusted EBITDAaL and Recurring Free Cash Flow as presented herein may not becomparable to these measures similar measures or measures with similar names as presented by othercompanies

1421 Definition of Adjusted EBITDAaL

Adjusted EBITDAaL is Adjusted EBITDA (as defined below) less recharged capital expenditure revenueand after depreciation on lease-related right of use assets and deduction of interest on lease liabilitiesRecharged capital expenditure revenue represents direct recharges to Vodafone of capital expenditure inconnection with upgrades to existing Sites

Adjusted EBITDA is operating profit before depreciation on lease-related right of use assets depreciationamortization and gainslosses on disposal for fixed assets and excluding impairment losses restructuring costsarising from discrete restructuring plans other operating income and expense and significant items that are notconsidered by management to be reflective of the underlying performance of the Group

1422 Definition of Recurring Free Cash Flow for the purpose of the Profit Forecast

Recurring Free Cash Flow is Recurring Operating Free Cash Flow (as defined below) less tax paid andinterest paid excluding interest paid on lease liabilities The Profit Forecast excludes changes in operatingworking capital

Recurring Operating Free Cash Flow is Adjusted EBITDAaL plus depreciation on lease-related right ofuse assets and interest on lease liabilities less cash lease costs and maintenance capital expenditure On a proforma basis cash lease costs are calculated based on the sum of depreciation on lease-related right of use assetsand interest on lease liabilities that were incurred by the Group excluding the effects from lease reassessment ofthe IFRS 16 lease liability and right of use asset on the sum of the associated depreciation on lease-related rightof use assets and interest on lease liabilities which have a non-cash impact in the respective periodMaintenance capital expenditure is defined as capital expenditure required to maintain and continue theoperation of the existing tower network and other Passive Infrastructure excluding capital investment in newSites or growth initiatives (ldquomaintenance capital expenditurerdquo)


The following table provides a reconciliation of the Grouprsquos pro forma Profit(Loss) for the period to theGrouprsquos pro forma Adjusted EBITDAaL and pro forma Recurring Free Cash Flow

For the twelve months ending March 31 2021

Pro forma Profit(Loss) for the period

+ndash Pro forma Income tax expense(credit)

+ Pro forma Other finance costs

ndash+ Pro forma Other income(expenses)

130

ndash+ Pro forma Share of results of equity accounted joint ventures

+ Pro forma Depreciation on other property plant and equipment

ndash Recharged capital expenditure revenue on a pro forma basis

ndash+ Pro forma Gains(losses) on disposal for fixed assets

ndash+ One off and other items on a pro forma basis(1)

= Pro forma Adjusted EBITDAaL

+ Impact of the lease reassessment based on the IFRS 16 lease liability and right of use asset as well asthe associated depreciation on the sum of lease-related right of use assets and interest on lease liabilities on apro forma basis

ndash Maintenance capital expenditure on a pro forma basis

ndash Tax paid on a pro forma basis

ndash Other Interest paid excluding interest paid on lease liabilities on a pro forma basis

= Pro forma Recurring Free Cash Flow

Note(1) One-off and other items comprise impairment losses restructuring costs arising from discrete restructuring plans and other operating

income and expense and significant items that are not considered by management to be reflective of the underlying performance of theGroup These items are not a recognized term under IFRS One-off and other items are subject to certain discretion in the allocation ofvarious income and expenses and the application of discretion may differ from company to company One-off and other items alsoinclude expenses that will recur in future accounting periods

143 Profit Forecast for Vantage Towers

The following table summarizes the Grouprsquos Profit Forecast for the twelve months ending March 312021

For the twelvemonths endingMarch 31 2021(EUR millions)

Pro forma Adjusted EBITDAaL 520ndash530Pro forma Recurring Free Cash Flow 375ndash385

144 Underlying Principles

The Profit Forecast was prepared in accordance with the principles of the Institute of Public Auditors inGermany (Institut der Wirtschaftspruumlfer in Deutschland e VmdashldquoIDWrdquo) in IDW Accounting PracticeStatement Preparation of Forecasts and Estimates in Accordance with the Specific Requirements of theRegulation on Prospectuses (IDW AcPS AAB 2003) (IDW Rechnungslegungshinweis Erstellung vonGewinnprognosen und -schaumltzungen nach den besonderen Anforderungen der Prospektverordnung (IDW RHHFA 2003)) and in addition on the basis of IDW Accounting Practice Statement Preparation of Pro FormaFinancial Information (IDW AcPS AAB 1004) (IDW Rechnungslegungshinweis Erstellung von Pro-Forma-Finanzinformationen (IDW RH HFA 1004)) as published by the Institute of Public Auditors inGermany (IDW)

145 Factors Beyond the Grouprsquos Control and Related Assumptions

The Profit Forecast is subject to factors beyond the Grouprsquos control These factors and the assumptionsmade regarding their impact are described below

1451 Unforeseen Events such as Force Majeure

The Profit Forecast assumes that no material unforeseen events will occur that could result in material orlasting constraints for the operations of the Group during FY21 such as force majeure (eg fire floodshurricanes storms earthquakes war and acts of terror or a further pandemic)

131

1452 Macroeconomic Conditions and COVID-19

The positive momentum in the global economy has been significantly adversely affected by the COVID-19 pandemic The Profit Forecast assumes that global economic conditions during FY21 are broadly consistentwith those experienced during the twelve months ended March 31 2020 However a greater than anticipatedeconomic downturn in Europe lower than expected growth or an otherwise uncertain economic outlook in themarkets in which the Group operates or any perception thereof by the Grouprsquos customers could have amaterial adverse effect on the Profit Forecast

1453 Geopolitical Legislative and Other Regulatory Measures

The Profit Forecast assumes that there will be no material changes in the legal and regulatory frameworkor regulatory actions to which the Group is or may become subject to including EU national state and locallaw and regulation governing telecommunications and the construction and operation of telecommunicationsSites for example spectrum obligations during FY21 The Profit Forecast assumes no significant adverseeffects resulting from political legislative and other regulatory matters including the United Kingdomrsquos exitfrom the European Union (ldquoBrexitrdquo) The Profit Forecast additionally assumes that there are no significantadverse effects for the Group resulting from existing or new tax regulations in any of the jurisdictions in whichthe Group operates

1454 Dependence on Vodafone as Primary Customer and as a Service Provider

The Profit Forecast assumes that Vodafone fulfils its obligations and service provisions under theVodafone MSAs Long-Term Services Agreements and Support Agreements in full during FY21

1455 Interest Rates

The Group entered into a facility with Vodafone Investments Luxembourg Sagraverl on November 20 2020(the ldquoVodafone Investments Facilityrdquo) to finance the Reorganization Interest charges on this facility arecalculated on a floating interest rate basis using EURIBOR as a base rate

1456 Electricity Outages

The Grouprsquos Sites are exposed to interruptions or other malfunctions caused by prolonged electricityoutages and any energy network outage could result in significant additional costs for the Group orsignificantly impair its ability to provide services to its customers The Profit Forecast does not assume that theGroup is subject to any significant interruptions in energy supply any such interruptions would have an adverseimpact on the Profit Forecast

1457 Workforce

The Profit Forecast assumes that the Group will continue to be able to hire the highly qualified personnelit requires in order to ensure that it continues to have adequate technical and operational capabilities throughoutFY21

1458 New Technologies Designed to Enhance the Efficiency of Mobile Networks

The Profit Forecast assumes there are no significant new technological advancements during FY21 in themobile network industry which would result in a material change in the demand for the Grouprsquos services

1459 Ground Lease RisksLandlord Negotiations

The Profit Forecast does not assume any material changes to the Grouprsquos ground lease cost base duringFY21 as a result of significant changes in the competitive or legislative landscape which result in materialchanges to the way in which the Group is able to secure its ground leases non-renewal or renewal oncommercially unattractive terms of its ground leases or as a result of general disputes with landowners

The Profit Forecast includes the full year estimated non-cash impact of the lease reassessment on intereston lease liabilities and depreciation of right of use asset of EUR 10 million on the forecast of the Grouprsquos proforma Adjusted EBITDAaL As this is a non-cash increase in lease costs there is no impact on the forecast ofthe Grouprsquos pro forma Recurring Free Cash Flow

132

14510 Third-Party Contractors and Suppliers for Various Services and Any Disruption in or Non-Performance of those Services

The Profit Forecast assumes services performed by third party suppliers such as for operations andmaintenance services are in line with the terms and conditions stipulated in the contract and are within normalservice level agreements

14511Capital Expenditure

The Profit Forecast assumes that the Group is able to obtain financing for its capital expenditure at ratescomparable to those it can currently access in FY21 Should the Group not be able to access financing at theserates this may impact the Grouprsquos ability to fulfil its current obligations or its costs of financing which couldin turn impact the Profit Forecast

146 Factors that can be Influenced by the Group and Related Assumptions

In addition to the factors that are beyond the Grouprsquos control the following factors are those which arewithin the Grouprsquos control

1461 Revenue Development and Tower Roll Out

The Profit Forecast reflects the roll out of the Grouprsquos tower deployment and decommissioning plans forFY21 The Group expects to roll out 550 to 650 new Macro Sites during FY21 The Profit Forecast assumesthat revenues are recognised in line with MSA and MNO contract rates and that the Relationship Agreementbetween Vodafone and the Group is not terminated for any reason during FY21 The Profit Forecast assumesthat pro forma revenue is between EUR 955 million and EUR 970 million in FY21 Should the Groupexperience material delays or variances in forecast expenditure in the roll out of new Sites this will adverselyimpact the Profit Forecast


The Profit Forecast has been prepared on a basis consistent with pro forma assumptions in the UnauditedPro Forma Financial Information included in ldquo10 Unaudited Pro Forma Financial Informationrdquo of thisprospectus The Profit Forecast does not assume that there are any significant additional assets entities orequity investments incorporated into the Group subsequent to the Reorganization nor that there are anydivestments from the Group

1463 Stand-Alone Business Establishment

The Profit Forecast assumes that the separation of the Group from Vodafone and its establishment as anew stand-alone mobile telecommunications tower infrastructure operator proceeds as planned with nosignificant operational disruption caused to the underlying business of the Group

1464 Financing Structure

For the purposes of the Profit Forecast the Group has assumed that the borrowings under the VodafoneInvestments Facility will remain unchanged during the year ended March 31 2021 The interest expense hasbeen calculated at an effective interest rate of 074 This includes payment of the applicable commitment feedue under the terms of the facility For the purposes of calculating interest paid for the Profit Forecast it isassumed that interest is paid as incurred

1465 Taxation

For the purposes of calculating tax paid on a pro forma basis for the Profit Forecast this is estimatedbased on current taxes and on prepayments to tax authorities in Germany for FY21 on a pro forma basis

1466 Ground Lease Risks Landlord Negotiations

The Profit Forecast does not assume any material changes to the Grouprsquos ground lease cost base duringFY21 as a result of non-renewal or renewal on commercially unattractive terms of its ground leases or as aresult of general disputes with landowners

133


The Profit Forecast assumes that there are no terminations of any of the Long-Term Services Agreementsentered into between the Group and Vodafone whereby Vodafone will provide services which may include butare not limited to (i) OampM field services (ii) supply chain management including supporting VPCprocurement activities with ad-hoc support from local supply chain management teams in areas such asbusiness partnering and contractdemand management and providing project support (iii) IT services (iv) HRservices (v) workplace services including associated facility services cleaning and maintenance and utilities(vi) employee relations and (vii) certain legal and finance services


The Profit Forecast assumes that there are no terminations in the agreements entered into betweenVodafone and the Group for group support services including (i) HR services (ii) finance services(iii) technology and IT services and (iv) other group support function services including Vodafone sharedservices where relevant The Profit Forecast Charges assumes that charges are calculated based on an allocationof costs between service recipient entities

147 Other Explanatory Notes

The Profit Forecast has been compiled and prepared on a basis which is consistent with the accountingpolicies of Vantage Towers

The Profit Forecast does not cover results from extraordinary events or results from non-recurringoperations within the meaning of IDW RH HRA 2003

As this Profit Forecast relates to periods that have not ended yet and is based on several assumptionsregarding uncertain future events and actions it inherently involves considerable uncertainties As a result ofsuch uncertainties the actual Grouprsquos pro forma Adjusted EBITDAaL and pro forma Recurring Free CashFlow for FY21 may deviate from the respective forecast of the Grouprsquos pro forma Adjusted EBITDAaL andpro forma Recurring Free Cash Flow even substantially

The Profit Forecast was prepared on February 26 2021

134

15 INDUSTRY OVERVIEW

The market and industry data and forecasts and statements regarding the Grouprsquos INWITrsquos andCornerstonersquos positions in the relevant market or market segment in this section are based in part on variousmarket research and other publicly available information as well as reports by independent industry sourcesThis section also contains estimates of market data and information derived from these estimates that aregenerally not available from publications issued by market research firms or from any other independentsources This information is based on the Grouprsquos own analysis and adjustment or supplementation wherenecessary of a combination of publicly available and non-public data including some of which wasindependently commissioned (such analysis the ldquoCompany Internal Analysisrdquo) and as such may differ fromthe estimates made by its competitors or from data collected in the future by various market research firms orother independent sources See ldquo211 Sources of Market Datardquo Certain statements below are based on theGrouprsquos own proprietary information insights opinions or estimates and not on any third-party or independentsource these statements contain words such as ldquothe Group believesrdquo ldquoexpectsrdquo ldquoconsidersrdquo or ldquoestimatesrdquoand as such do not purport to cite or summarize any third party or independent source and should not be readthis way The forward-looking statements in this section are subject to risks and uncertainties as they relate tofuture events and are based on estimates and assessments that may be inaccurate See ldquo1 Risk Factorsrdquo

The Group and its co-controlled joint ventures INWIT and Cornerstone operate in the telecommunicationsinfrastructure industry The Group INWIT and Cornerstone own and operate infrastructure assets which aremainly used to provide services to operators in the telecommunications industry Their assets and the quality oftheir services play a crucial role in their customersrsquo ability to serve their clients Therefore the Grouprsquosbusiness and the businesses of INWIT and Cornerstone are affected by both the dynamics of thetelecommunications markets in which their customers operate as well as the structure and trends affectingthe telecommunications infrastructure markets

151 Services

Tower companies offer a range of hosting services on their Sites including rental of space on towersbackhauling connection maintenance monitoring and safety activities

The services offered by tower companies meet the hosting needs of different types of customer profilessuch as

bull MNOs and

bull Non-MNOs including Public Protection Disaster Relief (ldquoPPDRrdquo) networks utility and other privatecustomers or enterprises with a need for a mobile private network LPWA-IoT networks and FixedWireless Access (ldquoFWArdquo) operators ldquoLPWArdquo means low power wide area and ldquoIoTrdquo means Internetof Things

Some tower companies also host digital terrestrial television and radio broadcasting equipment but theGroup has very limited exposure to this segment of the market based on its current customers and futuregrowth strategy

The Grouprsquos main customers as of the date of this Prospectus across all of its markets are MNOs

152 Tower Landscape

The European telecommunications tower infrastructure market has substantial potential for growth throughan increase in the number of Sites and points of presence (ldquoPoPsrdquo) in the region as discussed below Whenthey are hosted by Vantage Towers or another named tower company the Group refers to PoPs as tenanciesThese include physical and active sharing tenancies (ie when a customer shares its Active Equipment on aSite with a counterparty under an active sharing agreement)

135

Expected Evolution of Total Number of PoPs in the Grouprsquos Markets(thousands)

221

278311

FY2020 FY2025 FY2030

Growth 26

Growth 12

Source Analysys Mason (based on MNO PoPs forecast for all markets where the Group is present (excluding Italy and theUnited Kingdom) does not include demand from non-MNO customers and adjacent services)

As demonstrated in the above chart the European towers market has significant room for expansion Over55000 additional PoPs are potentially required in the next five years across Vantage Towersrsquo operations asillustrated above (Source Analysys Mason based on its PoPs forecast for all markets where Vantage Towers ispresent This excludes Italy and the United Kingdom) Additionally compared with theUS telecommunications tower infrastructure market which is largely addressed by tower companies onlyapproximately 50 of European telecommunications towers are owned by tower companies includingMNO-owned tower companies as of 2021 (Source TowerXchange Europe Report 2019 brokers reportsCompany Internal Analysis) This compares to approximately 90 in the US (Source broker reports)

The more mature US market paves a strong growth path for European markets The tenancy ratio in theUS market among tower companies is generally also greater than 20x (Source broker reports) compared toapproximately 15x in Europe (Source Company Internal Analysis) highlighting the headroom for growththrough an increase in tenancy ratio

As illustrated in the below chart the European market remains highly fragmented despite a recent wave ofMNOs divesting their towers to existing tower companies or carving-out their assets into newly created towercompanies providing significant potential for consolidation in the sector

Number of Telecommunication Sites by Owner(thousands)

Largest Markets

105

82

4031 28

22


Orange GD Towers AmericanTower

INWIT

ItalyUK

France

GermanyItalyUK

FranceSpain

Poland

Germany SpainGermany

Italy

Source Company information Broker reports TowerXchange Report 2020 Number of Macro Sites as of 2019 for peers(unless otherwise indicated) and as of 2020 for the Group including INWIT and Cornerstone Number of Macro Sites forAmerican Tower as of 2021 only includes European Macro Sites Cellnex as of 2020 pro forma for acquisition of PLAYTowers CK Hutchison Towers Deutsche Telekomrsquos towers business in the Netherlands 100 of Hivory and 9999 stake

136

in Polkomtel Infrastruktura owned by Cyfrowny Polsat GD Towers excludes 26000 Sites owned by Deutsche Telekom inEurope but which are not part of the GD Towers unit

153 Key Drivers of Growth

PoP Split by Growth Driver(thousands of PoPs in Germany Spain Portugal Ireland Czech Republic and Romania)

221278

311

36 15 7 17 9 6



FY30

Growth 26

Growth 12

Source Analysys Mason Based on Analysys Mason PoPs forecast for all markets including new entrants where the Groupis present (excluding Italy and United Kingdom) does not include demand from non-MNO customers and adjacent services

Tower companies are well positioned to monetize several opportunities arising from technologicaladvancement and new types of customers and services

The key drivers of growth are

bull strong data usage driving further densification requirements

bull acceleration of 5G roll outs generating long term growth

bull regulatory requirements including coverage obligations imposed by various governments and regulatorson MNOs alongside spectrum auctions

bull demand from non-MNO customers and

bull growth beyond the core including the fiberization of Sites indoor coverage demand (DAS and indoorSmall Cells being low-powered radio access nodes typically used to complement macro cells to provideindoor coverage andor capacity which are better suited to smaller or lower footfall venues (ldquoindoorSmall Cellsrdquo)) outdoor Small Cells edge data centers and IoT services

1531 Strong Data Usage

The increasing use of mobile devices such as smartphones and tablets and ever-growing adoption ofinternet-based applications are expected to drive significant growth in data usage supporting strong demand formobile bandwidth

Average Monthly Data Used by Activity in Exabytes(Exabytes per month)

009196 236

1286

12473

Total 2010 Audio Web Browsing Social Networks Video

2025

137

Source Ericsson Mobility Report

Mobile data traffic in Western Central and Eastern Europe is expected to grow at a CAGR of 26 from2019 through 2024 (Source Analysys Mason per chart below) as larger screens better cameras fasterprocessors and innovative applications drive rates of data consumption As consumers demand fastercommunication speeds and higher bandwidth MNOs will be looking to compete on network quality

Mobile Data Traffic(000s of PBYear Western Central and Eastern Europe)

10 1728

4261

81103

131

161

194

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024


As existing network cells have a technological limitation on the amount of data they can transmit roll outof new Macro Sites andor outdoor Small Cells will likely be required to ensure consistent coverage and tomeet rising demand It is not always possible (especially in countries with stricter electromagnetic field(ldquoEMFrdquo) regulations) to provide the network capacity needed using traditional Macro Sites

1532 Acceleration of 5G Roll Outs

The roll out of new generations of mobile networks such as 5G is further expected to drive Site demandFrom a technical perspective to deliver the promised ultra-high speed data (beyond 1 gigabyte per second) 5Gwill need to be deployed in higher frequency bands (eg 35GHz) than the current mobile networks (eg 3Gwhich is less than 4G) The 35GHz spectrum has a higher capacity but a shorter range than existing mobilespectrum bands which means that large towers will be less effective requiring an increase in networkdensification While this trend is expected to drive additional demand for Sites that demand may also betempered by recent developments in beam forming technologies Additionally MNOs will likely need to resortto increasing the number of PoPs in order to ensure adequate network coverage and capacity includingcomplementing macro cells with DASSmall Cells In Western Europe 5G mobile connectionsrsquo share of totalmobile connections is forecast to grow by approximately 40 percentage points over the period from 2020 to2024 (Source Analysys Mason) 5G presence and the associated consumer demand for reliable 5G access istherefore expected to be a material lever of growth for the Grouprsquos services

Accelerating 5G Presence Among Consumers( 5G Share of Mobile Connections in Western Europe)

2

9

19

30

42

2020 2021 2022 2023 2024


138

1533 Regulatory Requirements

The Grouprsquos markets are supported by a strong regulatory backdrop with governments imposing stringentcoverage obligations with 5G spectrum auctions that are expected to lead to greater demand for the GrouprsquosSites and services

The European Commission and respective European governments have been focused on (i) increasingcoverage in rural areas (ie provide good voice and data services across less populated areas) (ii) prioritizingcoverage of major terrestrial paths such as national roads and rail transport routes and (iii) ensuring minimummobile data connection speed targets contained in national and European directives are met In addition insome of the Grouprsquos markets national governments are using the 5G spectrum auctions as a means toencourage new entrants into the market which will further drive demand for the Grouprsquos Sites

In addition to coverage obligations in some of the Grouprsquos markets the regulator also imposes quality ofservice obligations on MNOs which present opportunities for tower companies as MNOs need to deploy moreSites to improve quality and coverage All of the Grouprsquos markets are subject to the International Commissionon Non-Ionizing Radiation Protection guidelines on EMF management limits

1534 Demand from Non-MNO Customers

The non-MNO customer growth opportunities in Vantage Towersrsquo markets include different segments likePPDR networks utility and other private customers or enterprises with a need for a mobile private networkLPWA-IoT networks and FWA operators

The main focus of the Group will be PPDR networks and utility and enterprise customers

There are a wide range of non-MNO opportunities in the Grouprsquos markets

bull In Germany 450MHz spectrum was awarded to the utilities sector in 2020 and a consortium of localutility companies intend to develop a nationwide network that is expected to require 5000 new Sitesby 2030

bull Similarly in Spain there are public tenders to develop PPDR in Spanish regions with the AndalusianGovernment promoting implementation of Digital Emergency Network in the region that is expectedto generate more than 200 new Sites for 95 coverage of Andalusia The Group has submitted a jointtender for this public tender alongside Vodafone and Minsait

bull In Portugal the roll out of electricity smart meters by utility companies to cover at least 80 ofconsumers between 2021 and 2025 is expected to result in the need to provide nationwide coveragefor approximately 550 new Sites

bull A EUR 3 billion government investment in the national broadband plan in Ireland has generated theprovision of 300 broadband connection points of which 200 points and 75 schools are expected tobe connected in 2021

bull Similar initiatives in Central and Eastern Europe include the development of PPDR in Hungary after2022 as well as 2 x 5 MHz plus 3 MHz spectrum on the 700 MHz band being set aside for PPDRfurther development of the FWA network in the Czech Republic (which has a current penetration ofonly 26) and in 2021 2 x 5MHz of 700MHz spectrum being put aside to be allocated to PPDR inRomania

1535 Growth Beyond the Core

Given the increased amount of data handled through the 5G network Macro Sites and Small Cells willrely heavily on fiber-cabled connections for the backhaul portion of the network According to the Omdia2019-2024 Forecast the expenditure for mobile telecommunication Sites connected through fiber is expected toincrease by 15 per year in the next five years representing more than 65 of total backhaul expenditure

139

Wireless Backhaul Expenditure by Type in Europe(US$ million)

750 730 694 697 659 647 624 603

516 526 593 667 798 916 1052 1195

2017 2018 2019 2020 2021 2022 2023 2024Wireless (microwave amp other) Wireline (copper + fiber)

Source Omdia 2019-2024 Forecast

In this context tower companies are exploring investment in the fiberization of their Sites or resellingavailable spare fiber capacity and then offering access to the various MNOs and non-MNOs in exchange for alease fee or a resell management fee in the case of reselling wholesale fiber The investment would have thebenefit of reinforcing the commercial attractiveness of the marketed Sites as well as providing an additionalstream of revenue for the tower companies MNOs on the other hand would be entering into long-termagreements with tower companies avoiding instead a lengthy and costly investment roll out plan

As part of the 5G technology deployment governments have allocated higher band spectrum (35GHz andor 5G millimeter wave band) for mobile usage which will require dedicated indoor coverage infrastructure (asMacro Sites might not be as effective) such as ldquoindoor coverage solutionsrdquo including DAS Small Cells orrepeaters which will become more critical This is expected to be a rapidly evolving segment

The IoT is the foundation of the connected home smart cities smart factories smart farming etc There isan opportunity to go beyond Passive Infrastructure sharing by investing and providing IoT network equipment(eg IoT base stations or nodes) for a recurring fee andor connectivity revenue share although some use casesprovide low value average revenue per user LPWA-IoT presents such a service opportunity LPWA networkshave been developed to address the specific needs of IoT applications including low data usage for simple staticapplications longer battery life cost-effective modules and wider area coverage for remote and hard-to-reachlocations (eg basements) Some potential uses are asset monitoring wearable devices security systemsvending machines smart metering agriculture monitoring and transport and logistics Some live networksalready exist in the Grouprsquos markets such as Sigfox NB-IoT and LTE-M

Another opportunity in the IoT space is ldquosensing networksrdquo Sites can host a wide range of sensors (egweather air quality radiation fire gases cameras etc) to generate real-time and high resolution special datathat is needed to run many artificial intelligence algorithms that power a wide range of applications acrossmany verticals (eg transport insurance manufacturing farming etc)

There is a growing demand for distributed computing Edge facilities have the potential to make towercompanies ready to enable cloud RAN-based architectures for MNOs and the distributed computational powercan secure ultra-low latency required for critical applications

140

5G will be one of the most critical building blocks of the digital economy and digital society in the nextdecade providing ultra-stable and low latency communication (eg for factory automation and smart cars) andlarge-scale machine-type communication (eg for smart cities)

What 5G is about

Smartwearables

Smartmobility

Smartparking

Trafficpriority

Water qualityCar-to-car

communication

Utility management

Security amp Surveillance

Domotics

EntertainmentApps beyond imagination

SmartGrids

eHealth

Connected house

SmartCar

Looking to the future towers will be an integral part of the 5G digital ecosystem by providing securespace to host operatorsrsquo macro network equipment Having towers well distributed everywhere will be anenabler for real time applications to be run for enterprises and consumers

154 Markets

As of 2019 the Group with its co-controlled interests in INWIT and Cornerstone operated in four of thefive largest European mobile markets as illustrated in the chart below (Source Analysys Mason) with a strongpresence in Germany which is its biggest market and where new build potential remains significant

Mobile Service Revenues (Non-SMS)(EUR billions)

177 175 171

112 109

49 42 38 33 27 23 22 21 21 20 20 18 16 16 15 14 09 08

Existing Market

Adjacent Market


As illustrated in the table below there were 474 million total mobile subscribers in the Grouprsquos marketsincluding those of INWIT and Cornerstone as of December 2019 and this number is expected to grow at aCAGR of 09 between 2019 and 2024 (Source Omdia Mobile Subscribers)

141

The table below provides an overview of the mobile telecommunications markets in each of the VantageTowers Consolidated Markets Italy and the United Kingdom

Country

MobileMarket Size

2019(EUR billion)

MobileSubscribers

2019(millions)

MobileSubscribers2019 to

2024 CAGR ()

MobilePenetration

()

No ofKeyMNOs

Top Three MNOsby Subscribers

(Combined MarketShare ())

Germany 177 134 13 168 4 Telefoacutenica T-MobileVodafone(92)

UK 175 95 14 144 4 EE TelefoacutenicaVodafone(84)

Italy 112 92 04 152 4 CKH (Wind Tre) TIMVodafone(100)

Spain 109 61 12 132 4 Orange TelefoacutenicaVodafone(84)

Czech Republic 21 16 10 147 3 O2 CETIN T-MobileVodafone(100)

Portugal 20 18 (02) 169 3 MEO NOSVodafone(100)

Romania 20 28 (25) 134 4 Orange T-MobileVodafone(86)

Greece 18 16 11 144 3 Cosmote VodafoneWind Hellas(100)

Hungary 15 12 07 116 3 Telenor T-MobileVodafone(100)

Ireland 14 5 28 115 3 eir ThreeVodafone(100)

Total 681 474 mdash mdash mdash mdash

Source Mobile Market Size from Analysys Mason Mobile Subscribers from Omdia Mobile Subscribers MobilePenetration from Omdia Mobile Penetration Top Three MNO by Subscribers and Combined Market Share presented inalphabetical order based on Q3 2020 mobile subscriber data from Fitch Solutions with adjustments for 1amp1 Drillischin Germany and the merger of the operations of Liberty Global and Telefoacutenica in the United Kingdom

As shown in the table above the Grouprsquos markets and those of INWIT and Cornerstone are characterizedby three to four MNOs complemented by a number of smaller mobile virtual network operators (ldquoMVNOsrdquo)that while they do not own network infrastructure base their operations on the networks of MNOs therebycontributing to the traffic increase and capacity needs of MNOs

Despite the maturity of some markets such as Germany and Italy that have a mobile SIM penetrationabove the Western European average of 137 (Source Omdia Mobile Penetration) all of the GrouprsquosConsolidated Markets and those of INWIT and Cornerstone are expected to see strong mobile data growth asillustrated in the chart below As such the Group expects the demand for its services to continue to be strongdriven by the network densification and coverage improvement needs of MNOs

142

Mobile Data Usage Growth CAGR 2019 to 2024()

80

58 5749 46 43 41 40 39 36 33 32 32 30 30 29

SlovakiaBulgaria

UKItaly

PolandGermany

GreeceFrance

HungaryAustria

SwitzerlandCzech Republic

IrelandRomania

SpainPortugal

Adjacent Market

Existing Market


Lastly the chart below highlights the lower 4G penetration in certain Group markets and those of INWITand Cornerstone versus other European markets

Benchmark of 4G Share of Total Connections 2019()

88 86 8675 71 68 67 67 64 61 60

55 5547 47 44

SwitzerlandUK

AustriaFrance

SlovakiaPoland

SpainCzech Republic

PortugalItaly

IrelandGermany

HungaryBulgaria

RomaniaGreece

Existing Market

Adjacent Market


As such the Company believes that 4G will remain the leading technology in most markets for thecoming years Thereafter 5G is predicted to become the leading technology As MNOs launch their 5Gservices further investments are expected to be made in network upgrades that may provide attractive growthopportunities for tower companies such as the Group The table below highlights the countries in Europe whichhad deployed 5G services by early 2021

Countries Number of providers who have launched 5G services

Germany 3 (T-Mobile Vodafone and Telefoacutenica Deutschland)Hungary 2 (Magyar Telekom and Vodafone)Ireland 3 (Vodafone eir and Three)Italy 2 (Telecom Italia and Vodafone)Romania 3 (Digi Vodafone and Orange)Spain 4 (Vodafone MASMOVIL Telefoacutenica and Orange)UK 4 (EE Vodafone Telefoacutenica and Three)Czech Republic 3 (T-Mobile O2 CETIN and Vodafone)Greece 3 (Cosmote Wind Hellas and Vodafone)

Source Company Internal Analysis as at February 2021

As evidenced in the table above Vodafone the Grouprsquos largest customer has been an early adopter of 5Gtechnology and it has been amongst the first to roll out 5G in EU markets (Source Company InternalAnalysis) The Group plans to leverage its anchor tenant relationship with Vodafone to accelerate its ambitionto become a 5G ldquosuper hostrdquo

143

1541 Germany


312

194147

89

GD Towers VantageTowers

American Tower O2

12 MNO88 tower company


The German tower market is characterized by a significant portion of RTT Sites compared to otherEuropean markets The largest tower portfolios in Germany are mainly tower companies spun off from MNOs

bull GD Towers which owns Deutsche Funkturm (DFMG) Germanyrsquos largest tower company is ownedby Deutsche Telekom and includes Deutsche Telekomrsquos towers

bull American Tower the only major prior existing independent tower company was formed from thecombination of 2000 towers it acquired from KPN in 2012 and 186 towers it acquired from WDR aGerman broadcaster in 2016 In January 2021 American Tower announced that it had entered intodefinitive agreements with Telefoacutenica SA to acquire Telxius Towers adding 12500 Sites inGermany

bull After the transfer of 10100 Sites to Telxius Telefoacutenica Deutschland is expected to retain 8900 Sitesforming the 12 of the market that is MNO-owned

Despite seeing a decline in SIM penetration over the last several years Germany still has one of thehighest SIM penetration rates in Europe (Source Analysys Mason) Mobile data usage in Germany is lowerthan other European countries due to the large elderly population and low number of 4G subscribers Howeverincreasing 4G and 5G penetration a reduction in prices for data packages and a cultural shift towards increaseduse of mobile data services are expected to put pressure on MNOs to expand capacity on their networks toaccommodate the traffic demand 4G remains the leading technology currently but once fully introduced 5Gpenetration is forecast to grow faster than 4G did at launch and is anticipated to make the largest share ofconnection technology types by 2025 (Source Analysys Mason)

144


82

139

3512

10

FY2020 Coverage New Entrant Densification FY2030

Source Analysys Mason based on Analysys Mason PoPs forecast for Germany

The German mobile landscape consists of three established MNOs Vodafone Deutsche Telekom andTelefoacutenica Deutschland and a new entrant 1amp1 Drillisch In the 2019 spectrum auction 1amp1 Drillischacquired 5G spectrum rights and is expected to roll out its own 5G network It is understood to be planningapproximately 12000 Sites by 2030 mainly in urban areas while relying on roaming in rural areas

All three main MNOs have started focusing on deploying 5G networks with Vodafone Deutsche Telekomand Telefoacutenica Deutschland already having launched 5G services and 1amp1 Drillisch forecast to follow suit in2021 All MNOs are expected to switch off 3G by 2022 Although infrastructure sharing is limited at present itis anticipated to grow in the future as MNOs deploy 5G and seek to close coverage gaps in the country Thegrowth in infrastructure sharing is expected to be focused on white spot areas for rural coverage Presentlythere is some passive sharing between MNOs in some areas but this is limited due to the high concentration ofRTTs In addition Deutsche Telekom and Vodafone have agreed to improve long-term evolution (also knownas LTE) coverage in gray spot areas via active sharing of approximately 3600 Sites On January 19 2021Telefoacutenica announced that it had entered into letters of intent (subject to competition and regulatory approvals)with Deutsche Telekom and Vodafone to share their active networks in ldquogray spotsrdquo 1amp1 Drillisch has anongoing wholesale agreement with Telefoacutenica Deutschland for capacity and as of July 2020 it is understood toalso be seeking national roaming agreements with the three larger MNOs mainly in rural areas

The most recent 5G spectrum auction in June 2019 resulted in all three main MNOs in the German marketand 1amp1 Drillisch acquiring 5G spectrum which includes stringent coverage obligations These obligationsinclude more than 100Mbit per second speed to at least 98 of all households by 2022 road and rail coverage1000 new 5G base stations and 500 base stations in ldquowhite spotrdquo areas (the coverage obligations for 1amp1Drillisch were set separately) These obligations are expected to drive significant roll out in underserved areaswith Vodafone Deutsche Telekom and Telefoacutenica Deutschland agreeing to deploy and install equipmentcollectively on around 6000 Sites in ldquowhite spotrdquo areas across rural areas and transportation routes Vodafoneand Deutsche Telekom have also agreed to share equipment on approximately 3600 Sites in gray spot areaswhere only one of the MNOs has coverage The regulator has also alluded to potential further coverageobligations in the 2025 and 2033 spectrum renewal processes based on the market needs at that time drivingcontinued PoP roll out in Germany even after current obligations are fulfilled

Beyond coverage obligations the federal government announced in July 2020 that it intends as part of itsmobile communications strategy to provide EUR 11 billion of subsidies to tower companies and MNOs tobuild up to 5000 Sites in rural areas in Germany As part of the COVID-19 stimulus package of June 2020 theruling coalition parties also agreed to set aside EUR 5 billion to help MNOs build their 5G networkinfrastructure nationwide by 2025 In addition the federal government and the federal states are makingattempts to simplify the onerous process of obtaining planning permissions to deploy new Sites

As seen in the chart above PoP growth in Germany is expected to be primarily driven by coverageobligations as well as densification needs and the entry of 1amp1 Drillisch While Vodafone Deutsche Telekomand Telefoacutenica Deutschlandrsquos PoP demands are expected to be mostly driven by collective coverage before2025 and future obligations and densification thereafter 1amp1 Drillischrsquos PoP growth is expected to come frombuilding a new network

145

1542 Spain


11288 86 77

06

American Tower VantageTowers

Cellnex Orange Other

100 tower company


In Spain GBTs make up approximately 60 of all Sites with Orangersquos towers skewed towards RTTs as aresult of Orangersquos sale of 1500 Sites to Cellnex and Telefoacutenicarsquos sale of 4244 Sites to Cellnex and the Telxiuscarve-out (Source Company Internal Analysis)

bull Cellnex acquired its initial towers from Telefoacutenica with further acquisitions from MASMOVILOrange and Vodafone among others

bull American Tower acquired Telxius in January 2021 including its 11200 Sites in Spain Telxius wasspun-off from Telefoacutenicarsquos captive towers in 2016 and has the largest number of Sites withapproximately 40 of its Sites in urban areas

bull In February 2021 Orange announced the creation of a tower company TOTEM with 25500 Sites inFrance and Spain Sites are located in cities (RTT) or in suburban rural areas within the footprint ofthe RAN-share managed by Vodafone

Spain is a developed telecommunications market Four main MNOs operate in the market Movistar(owned by Telefoacutenica) Vodafone Orange and MASMOVIL Due to the high level of mobile penetration anddecline in traditional revenue streams MNOs have shifted their focus to data as a primary source of revenues(Source Company Internal Analysis) An increasing number of operators have started to offer unlimited mobiledata tariffs All of the MNOs have also adopted a multi-brand strategy introducing low-budget brands to targetdifferent segments and avoid inter-segment erosion This has also been the result of a well-establishedconvergent market where four-play bundles have been growing 2 annually from 2016 to 2019 (four-playbundles combine the services of broadband internet access television and telephone with mobile serviceprovisions) (Source Analysys Mason) Unlimited data offerings are expected to drive demand for mobile dataservices with data usage forecast to see 30 growth from 2019 to 2024 (Source Analysys Mason) The fixedsegment continues to see strong revenue growth driven by the expansion of fiber to the premises building andinternet protocol television (also known as IPTV)

146


60

725 4 3

FY2020 Densification Coverage Network Sharing FY2030

Source Analysys Mason based on Analysys Mason PoPs forecast for Spain

All four national MNOs Telefoacutenica Orange Vodafone and MASMOVIL have deployed 4G networks Indense urban areas where there is spectrum congestion operators have prioritized Macro Site densification toincrease network capacity over the deployment of outdoor Small Cells which are expected to be used only inspecific cases All four national MNOs have also deployed 5G Passive and Active Sharing Arrangements havetaken place in a widespread manner amongst MNOs in Spain Orange has a national roaming agreement withMASMOVIL and separate active and passive sharing agreements with Vodafone Originally signed in 2006 theagreement with Vodafone was extended in 2019 to include municipalities with fewer than 175000 inhabitantsOrangersquos national roaming agreement with MASMOVIL was extended in 2019 to include 5G and will enableMASMOVIL to secure its 5G presence in densely populated areas As demonstrated in the chart abovedensification and coverage obligations are the primary drivers of PoP growth in the market (Source AnalysysMason)

Spectrum licenses in Spain that were awarded in 2011 included coverage obligations that were met at theend of 2019 (although the responsible ministry has yet to formally confirm that everything is compliant) Assuch the upcoming 700MHz auction in Spain and the projects pushed by the national recovery plan with EUfunds are proposed to include new coverage obligations including providing 100 coverage to towns of morethan 20000 inhabitants within three years as well as to motorways dual carriageways and multi-lane roadsand high-speed railway passenger stations in line with the global trend for 5G auctions and recovery plansThis could require the deployment of a significant number of new Sites The auction was predicted to takeplace in late 2020 but has since been postponed to the first half of 2021 due to the COVID-19 pandemic

1543 Greece


48 44

VantageTowers

Cosmote

52 Tower Company 48 MNO


In July 2020 Vodafone Greece and Wind Hellas announced the merger of their tower assets creatingVantage Towers Greece which is expected to be the largest tower company in Greece comprising a portfolioas at December 31 2020 of approximately 4800 Macro Sites (Source Company Internal Analysis)

The Greek mobile market is served by three main MNOs Cosmote is the incumbent MNO and Vodafoneand Wind Hellas are the other two MNOs in the market Although there has been a decline in subscribers

147

across the market the market has seen strong growth in mobile data consumption which has been the keydriver for mobile revenue growth This has been due to the introduction of promotional unlimited data plans byMNOs in order to retain customers in anticipation of upcoming 5G launches In addition there is a trendtowards fixed-mobile convergence with the majority of operators offering multi-play deals and expanding theirbundle offerings with other services to gain more converged subscribers

4G penetration in Greece (44) is at the lower end relative to European peers but continues to grow(Source Analysys Mason) All MNOs have deployed 4G and have been conducting 5G trials in anticipation ofupcoming 5G launches In December 2019 Vodafone launched large-scale 5G trials in collaboration with theTrikala Municipality for smart city design MNOs are now seeking to secure relationships with local authoritiesand demonstrate various use cases for infrastructure and smart city projects In December 2020 Cosmotebecame the first MNO in Greece to launch 5G services As of January 2021 all three MNOs had launched 5Gservices

In terms of 5G auctions the Greek authorities held 2GHz 35GHz 26GHz and 700MHz auctions inDecember 2020 The coverage obligations attached to these spectrum licenses include population coveragewithin the first three years a 100 Mbps minimum level of downloaded data throughputs and a minimum of 3005G Sites to be installed for the 34-38 GHz spectrum In terms of network sharing Vodafone and Wind Hellascame to an agreement on 2G and 3G active sharing in June 2013 (and more recently 4G)

1544 Portugal


50

35

07 07


MEO NOS

86 Tower 14 MNO


The majority of towers in Portugal are owned by Cellnex or Vantage Towers with a smaller numberowned by MEO and NOS both MNOs

The Portuguese mobile market is highly saturated with intense competition between the three mainMNOs MEO Vodafone and NOS The competition is expected to intensify in the coming years following theentry of a new player in the market The prospect of a new player is supported by spectrum auction terms bythe regulator ANACOM that has paved the entry for a new MNO into the market

Mobile traffic has increased between 2018 and 2019 driven by the increasing number of smartphoneconnections and improved long-term evolution (also known as LTE) coverage (Source Company InternalAnalysis) Despite this mobile data usage is still lower than other European countries While SIM penetrationhas remained flat broadband penetration has been increasing with high speed next-generation access being themain technology used In order to drive take-up and reduce churn operators have expanded their bundledservices portfolio resulting in Portugal being one of the more prominent fixed-mobile convergence markets inEurope The potential entry of a new entrant is expected to intensify competition in the market In additionmobile data usage is forecast to increase in the future driven by increasing penetration of 4G in the short termlaunch of 5G in the long term and increased competition from a new entrant leading to mobile data plans withhigher data allowances

All MNOs have similar 4G network deployments and have been trialing 5G services though this isexpected to be delayed as a result of the delay in the 5G spectrum auction In October 2020 Vodafone signedan agreement to enter into active sharing with NOS This process is expected to increase Vodafonersquos and NOSrsquo

148

PoPs In January 2020 Cellnex reached an agreement with Altice Europe and Belmont Infra Holding to acquireOMTEL MEOrsquos tower company MEO plans to add 400 Sites in the next four years and could add anadditional 350 Sites by 2027

With regards to coverage obligations a multi-band auction of 5G-compatible spectrum in Portugalcommenced in November 2020 The auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands)finished in January 2021 while the auction for existing MNOs is ongoing and is expected to finish in the firstquarter of 2021 Beyond the standard coverage obligations that are expected to be attached to these spectrumlicenses as highlighted above the spectrum auction terms released by the regulator ANACOM have paved theway for the entry of a new MNO andor MVNOs In particular some spectrum has been set aside for newentrants and MNOs are expected to enter into MVNOnational roaming agreements with operators that do nothold spectrumhave spectrum holdings below a certain threshold respectively

1545 Ireland

Number of Macro Sites by Owner 2019 2020(thousands estimated)

18

12

0704 04

03 02 0203


PTI Towercom ESBTelecoms

OPW SharedAccess

CIE Other

100 tower company


The Irish tower market is fragmented with towers spread across numerous independent tower companies(Source Company Internal Analysis)

With respect to independent tower companies Phoenix Telecom International and Cellnex are the biggestoperators along with the Group Blackstone-owned Phoenix Telecom International entered the market throughits 2020 acquisition of 650 towers from Eircom Limited (ldquoeirrdquo) along with a BTS framework agreement for upto 700 Sites over the next eight years In 2019 Cellnex acquired Irish tower company Cignal which owned546 Sites and more recently acquired Threersquos Sites as part of its CK Hutchison acquisition (Threersquos towersbusiness was carved out in 2020 to create CK Hutchison) Cellnex has also previously announced aEUR 60 million investment to build 600 BTS Sites by 2026

Following Threersquos acquisition of Telefoacutenica Ireland (ie O2 Ireland) in 2014 the Irish mobile market hasbeen served by three main MNOs Three Vodafone and eir In addition there are four MVNOs three of whichare hosted on Threersquos network Their budget offerings are driving high connection growth in the MVNO space

As the mobile subscriber base grows and data usage increases it is expected that more PoPs will bedeployed for densification A key driver of increased data usage in Ireland has been the introduction ofunlimited mobile data packages While Three has historically had a ldquodata-heavyrdquo market positioning bothVodafone and eir have launched mobile packages offering unlimited data to its subscribers to challenge this

All MNOs have deployed 4G in low- and mid- frequency bands and are currently deploying 5G in certainareas Due to a sparser rural population compared to other Western European countries more extensive roll outis required by MNOs to achieve high geographical 4G coverage Vodafone was the first mover towards 5G rollout in 2019 with eir and Three following in late 2019 and 2020 All three intend to conduct a large-scale rollout in 2021 Network sharing is principally ad hoc in Ireland with the Mosaic network sharing agreementbetween Three and eir currently being unwound Going forward an additional 1500 PoPs (approximately) areforecast by 2024 with acceleration driven by urban densification needs and rural coverage (Source AnalysysMason based on Analysys Mason PoPs forecast for Ireland) Given Three has a number of Sites serving a highnumber of subscribers they are expected to have the largest densification needs of all MNOs

149

Irelandrsquos last spectrum auction was held in May 2017 for 36GHz spectrum where Vodafone eir andThree purchased the bulk of the spectrum with smaller regional amounts going to DenseAir and ImagineSuccessful bidders of the spectrum were required to deploy a specified number of base stations within threeyears depending on the region and amount of spectrum held However due to the incomplete clearance andtransfer of spectrum rights some of these roll outs have been delayed In addition Ireland is predicted to holdfurther spectrum auctions for various bands Unlike the Grouprsquos other markets these auctions are unlikely toinclude new deployment for coverage except for the 700MHz band where the coverage obligations are theprovision of a 3Mbit per second service to 99 of the population and 92 of the geographic area and a 30Mbitper second service to 95 of the population 90 of motorways 80 of primary roads and 345 specificlocations including business parks hospitals higher education campuses air and seaports train and busstations and visitor attraction information points This is expected to be achieved within seven years withcheck points at three and five years However due to the COVID-19 pandemic the regulator has takentemporary measures in which it has assigned 700MHz spectrum liberalized the 21GHz band and facilitatedleasing of the 36GHz band

1546 Romania


23

50

3628

VantageTowers

Digi Orange DeutscheTelekom



In Romania the majority of towers are still MNO-owned with no large independent tower companiespresent other than the Group The MNO-captive towers are primarily owned by Deutsche Telekom Digi andOrange While currently still MNO-owned Orange has announced its intention to create a Europeaninfrastructure company which could potentially include its tower and fiber assets in Romania Compared withother geographies in which Vantage Towers operates the Romanian market is much less mature in terms ofindependent tower company presence

The Romanian market is served by four MNOs Orange Vodafone Telekom Romania (owned byDeutsche Telekom) and Digi Alongside their mobile presence each of these MNOs also has a stake in thefixed market Similar to Western European markets data usage is forecast to grow in the coming years drivenby increased adoption of smartphones further introduction and adoption of unlimited data packages in themarket and increased adoption of 5G In line with this trend fixed broadband connections have also witnessedgrowth driven by the take-up of fiber and cable services a trend that is expected to continue (Source AnalysysMason) While all MNOs have launched 4G Telekom are still yet to launch 5G Each of Orange Vodafone andDigi launched its 5G services in 2019 using existing spectrum holdings to provide coverage in selected citiesAll MNOs in Romania share tower infrastructure however Vodafone and Orange also have a network sharingagreement in place which includes active elements This network sharing deal was announced in 2013 via ajoint venture called Netgrid Telekom with the active sharing mainly in rural areas In Romania a multi-band5G auction is being scheduled for 2021 The regulator has suggested various obligations attached to thisspectrum with the lower band spectrum obligations aimed at increasing the coverage of networks able toprovide increasingly higher throughputs and the higher bands aimed at encouraging 5G deployment While nospectrum has been reserved for new entrants the coverage obligations are predicted to be relaxed for newentrants Although there is some densification ongoing PoP growth across all MNOs is expected to be mainlydriven by the deployment of coverage PoPs to meet obligations

150

1547 Hungary


1918

21

14

Vantage Towers CETIN Deutsche Telekom Digi



In Hungary 49 of towers are MNO-owned with the Group being one of the large independent towercompanies in Hungary The MNO-captive towers in Hungary are primarily owned by Deutsche Telekomfollowed by Digi

The Hungarian market is served by three full-fledged MNOs Magyar Telekom Vodafone and Telenor anda new entrant Digi (a fixed operator) which entered the mobile market in 2019 All players offer quadruple playservices except for Telenor which is a mobile-only player and Digirsquos mobile services which are limited inscope and territory Vodafone and Magyar Telekom have already launched commercial 5G services whileTelenor and Digi have conducted trials Despite entering the market in 2019 Digi did not participate in the 5Gspectrum auction and also did not participate in the 900 1800 MHz renewal auctions in January 2021 Interms of network sharing save for in Budapest Magyar Telekom and Telenor have an active sharing agreementin the 800MHz and 900 MHz band which has facilitated extensive rural coverage There was a 5G spectrumauction in Hungary in April 2020 for 5G spectrum in the 700MHz and 36GHz band with Magyar TelekomTelenor and Vodafone emerging successful Coverage obligations contain voluntary 5G roll out aspects Thethree MNOs have the option to meet 10 out of 39 coverage obligations with deadlines in 2023 and 2025respectively in order to achieve a 50 discount for the first ten years on the annual fee of their 5G spectrumThese obligations are split into five different network development groups namely rail and other non-roadtraffic road traffic population coverage of cities and towns tourism and vertically integrated entities Thedeployment of Digi and densification needs from other MNOs are expected to be the main drivers of PoPgrowth in Hungary with some growth from coverage obligations in the short term On January 28 2021 anauction for 5G spectrum in the 900 MHz and 1800 MHZ bands closed with Magyar Telekom Nyrt TelenorMagyarorszaacuteg Zrt and Vodafone Hungary acquiring spectrum

1548 Czech Republic


48

38 37

CETIN Vantage Towers T-Mobile



151

The Czech market is largely addressed by independent tower companies with T-Mobile being the onlyMNO to retain its towers The largest independent tower company in the Czech Republic alongside the Groupis CETIN which has 4800 towers after the acquisition of Telefoacutenicarsquos infrastructure assets in the CzechRepublic

There are currently three MNOs serving the Czech market T-Mobile O2 and Vodafone All three MNOsare relatively balanced in terms of network evolution and have all deployed 4G in both low- and mid- spectrumbands All three MNOs commercially launched 5G services in Prague and other key cities recently with theobligation to cover the national footprint by 2024 based on the acquisition of 700 MHz spectrum in the recent5G spectrum auction In that auction 700 MHz spectrum was only acquired by the existing three MNOs withO2 acquiring 700 MHz spectrum with stricter coverage obligations including the commitment to developemergency and security services and offer national roaming to non-MNO holders of mid-band spectrum

CentroNet and Nordic Telecom who have been operating in the Czech market as small independenttelecommunication operators successfully acquired spectrum in November 2020 in the 34 GHz to 35GHzrange entitling them to national roaming on the O2 network Additionally PODA and Nordic Telecomacquired 37 GHz spectrum in July 2017 with PODA also being entitled retrospectively to national roaming onthe O2 network

In contrast to the Hungarian market the Czech market has one of the highest SIM penetration rates inEurope and this is forecast to remain broadly stable in the coming years (Source Analysys Mason)

The active RAN-sharing agreement between T-Mobile and O2CETIN includes 2G 3G and 4G althoughit is currently under investigation by DG Competition PoP growth is expected to be driven mainly byVodafonersquos roll out for coverage and densification purposes Due to the network sharing agreement between T-Mobile and O2 their roll out is expected to be mainly driven by densification needs and any extended coveragerequired by the 5G licenses

1549 Italy


221193

10

INWIT Cellnex Towertel

100 tower company


The Italian tower market is largely addressed by tower companies INWIT and Cellnex own approximately98 of the total Sites

bull Following the merger of Vodafone Italyrsquos towers into INWIT in March 2020 INWIT leads the marketwith 22100 Macro Sites INWIT was originally floated on the Milan Stock Exchange in June 2015 asa spin-off of Telecom Italiarsquos towers

bull The Cellnex portfolio is the result of the acquisition of several tower companies in Italy with a largepart of its portfolio resulting from the acquisition of Windrsquos tower company Galata and its 7377towers in 2015 More recently Cellnex has acquired 2200 Sites from Iliad in May 2019 and 8900Sites from Wind Tre as part of its CK Hutchison acquisition (based on Cellnex Q3 2020 pro formafor new existing Sites at closing of the acquisition)

bull The other independent tower company in the market is TowerTel the telecommunication-focusedsubsidiary of EI Towers which has built and acquired a portfolio of 1000 telecommunications towers(approximately 300 of which were through acquisitions) In December 2020 Phoenix TowerInternational entered into a definitive agreement with El Towers to acquire TowerTel which owns or

152

leases operates and manages approximately 2400 telecommunications towers DAS andtelecommunications Sites across Italy

bull Wind Trersquos remaining tower portfolio is now part of CK Hutchison Networks a new entity created in2020 which manages CK Group Telecom telecommunication Sites across Europe which recentlyagreed to be acquired by Cellnex

The Italian mobile market has undergone several changes in the last several years In May 2018 Iliadentered the market increasing competition among the major operators and resulting in Vodafone and TelecomItalia launching low-cost mobile sub-brands Subsequently in July 2019 Fastweb entered the Italian mobilemarket having secured spectrum in the latest 5G auction and a 10-year agreement with Wind Tre for nationalroaming as well as a commercial partnership to develop the 5G network As a result the Italian mobile marketwas served by four main MNOs until 2019 Telecom Italia Vodafone Italy CKH (Wind Tre) and Iliad Boththe number of subscribers and data traffic continue to rise in Italy with the mobile data usage forecasted toincrease at a 49 compound annual growth rate from 2019 to 2024 (Source Analysys Mason) due to increasedmobile data consumption per smartphone (Source Company Internal Analysis)

All Italian operators are investing in 5G networks in the country Telecom Italia and Vodafone launchedcommercial 5G services in 2019 and Wind Tre and Iliad were expected to launch in 2020 which has beendelayed due to the COVID-19 outbreak Fastweb is expected to rapidly deploy its 5G network alongside theco-investment agreement with Wind Tre to compete in the 5G market alongside the four established MNOs Interms of network sharing in July 2019 Vodafone and Telecom Italia announced the creation of an activesharing partnership for 4G and 5G and the expansion of their existing passive sharing agreement Thepartnership will enable active sharing in cities with populations of up to 100000 people supporting fasterdeployment of 5G over a wider geographic area They also extended their existing passive sharing agreementfrom approximately 10000 Sites (which is approximately 45 of their combined passive towers) to anationwide agreement The other active sharing agreement in the market is between Fastweb and Wind Tre Itis a 10-year shared 5G network agreement consisting of macro cells and indoor Small Cells connected throughdark fiber from Fastweb to be deployed nationwide with a targeted coverage of 90 of the population by2026 Wind Tre will manage the 5G network while both operators will remain independent in the commercialand operational use of the shared infrastructure

Italy held its 5G spectrum auction in October 2018 offering 700MHz 37GHz and 26GHz bands TheItalian government started clearing 700MHz spectrum (which is currently used by television broadcasters) in2019 and the allocation for 5G is expected to be completed by 2022 Both the 700MHz and 37GHz spectrumbands include stringent coverage obligations including population coverage (both on an individual andcollective basis) coverage of major transport networks and coverage of tourist areas

15410 United Kingdom


142

80 73

2005

30

Cornerstone Cellnex MBNL WIG Other BT


Source Company Internal Analysis Cellnex has also agreed with CK Hutchison to acquire the economic risks or rewardsderiving from approximately 6000 macro Sites in the United Kingdom Mobile Broadband Network Limited (ldquoMBNLrdquo) isa 5050 joint venture between EE and Three and manages towers for EE and Three but does not own the passiveinfrastructure

The UK tower market is largely addressed by tower companies Cornerstone Cellnex MBNL andWireless Infrastructure Group own 91 of the Sites Cellnexrsquos UK presence was formed from the acquisitionof Arqiva and Shere Group and more recently acquired economic risks and rewards related to CK Hutchisonrsquosinterest in its Passive Infrastructure portfolio in the United Kingdom The remaining towers are owned by two

153

joint venturesmdashCornerstone which owns approximately 14200 Macro Sites and operates the Grouprsquos andTelefoacutenica UKrsquos network and MBNL which operates EErsquos (owned by BT) and Threersquos (CK Hutchison)7300 Sites Contrary to other tower companies MBNL has a slightly different business model as it isstructured as a management company with its assets being retained by both MNOs

The United Kingdomrsquos mobile market has been served by four main MNOs which are Telefoacutenica (whichis waiting for approval to merge its wholly owned subsidiary O2 with Virgin Media Inc) EE Vodafone andThree The number of subscribers is expected to remain broadly unchanged in the medium-term Howevermobile data traffic is expected to grow rapidly with the launch of 5G services and unlimited tariffs As the datausage increases it is likely that more PoPs will be deployed for densification

All MNOs have deployed 4G in low- andor mid-frequency bands and have also started to deploy 5Gwith initial roll out expected to focus on existing Sites supported by the infrastructure already deployed for 4GEE and Vodafone were the first to launch their 5G networks in May and July 2019 respectively InOctober 2019 O2 (the commercial brand of Telefoacutenica UK) followed suit with Three rolling out its full 5Gservice in 2020 Network sharing is widespread in the United Kingdom with EE and Three forming a passivesharing agreement in 2007 through the formation of MBNL While Vodafone and O2 have shared passiveinfrastructure through Cornerstone and more recently shared 2G3G4G equipment in July 2019 the partiesagreed to extend this to an active sharing of 5G equipment on a selected number of Sites across the UnitedKingdom primarily in rural areas with passive sharing being adopted for 5G in urban areas

The United Kingdomrsquos 5G spectrum auction is expected to be held in early 2021 for the 700MHz bandand for an additional 120MHz in the 36 to 38GHz spectrum band There will be a cap of 416MHz or 37 onthe total amount of spectrum designated for mobile services that any single MNO may hold to safeguardcompetition amongst MNOs While there was originally an intention to impose coverage obligations on the700MHz band this has since been replaced with the SRN a shared rural network jointly funded by operatorsand the state In March 2020 the four MNOs in the United Kingdom signed a deal with the government inwhich the MNOs committed to invest a combined GBP 530 million with a further investment ofGBP 500 million from the government to increase coverage in the United Kingdom in rural areas The SRNincludes the targeted sharing of existing masts and the construction of new masts in poorly served areas whichaims to extend 4G geographic coverage to 95 by the end of 2025 It is expected that this will extend mobilecoverage to an extra 280000 premises overall along 16000 additional kilometers of roads particularly inareas where there is no service at all The MNOs agreed to their 900MHz andor 1800MHz licenses beingvaried to give effect to these commitments in the form of new coverage obligations Other regulations in theUnited Kingdom have also been positive for mobile telecommunications tower companies in particular thechanges to the ECC at the end of 2017 which are expected to reduce the ground lease rental costs of Sitesthrough improved negotiating instruments with landlords

154

16 BUSINESS

161 Overview

Vantage Towers is a leading European mobile telecommunications tower infrastructure operator asmeasured by scale and geographic diversification with approximately 82000 Macro Sites and approximately7100 Micro Sites across 10 markets in nine of which it ranks either first or second by number of Sites(Source Company Market Position Assessment) Vantage Towers has a controlling interest in its operations inGermany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland and a co-controllinginterest in tower infrastructure operators in Italy and the United Kingdom In Greece the Group owns 62 ofthe outstanding share capital of Vantage Towers Greece and expects to acquire the remaining 38 sevencalendar days after Admission following the triggering of a call option on February 24 2021 In Italy VantageTowers owns 332 of the outstanding share capital of INWIT an Italian public company operatingapproximately 22100 Macro Sites and in the United Kingdom Vantage Towers owns 50 of the outstandingshare capital of Cornerstone a joint venture company operating approximately 14200 Macro Sites TheGrouprsquos principal business is building and operating telecommunications Sites in order to provide space energymanagement and related services to customers that in turn provide mobile voice data and other services toend-users

The Grouprsquos portfolio of assets is supported by long-term contractual commitments with MNOs thatlargely hold investment grade credit ratings which provide predictable revenues typically adjusted periodicallyfor inflation This includes the Vodafone MSAs with members of the Vodafone Group the leading MNO inEurope by number of mobile subscribers (Source Fitch Solutions)

Vantage Towersrsquo assets and operations have mainly been extracted from Vodafone operating companiesacross Europe and consolidated under the Companyrsquos ownership In most of Vantage Towersrsquo markets themajority of its tower assets have been developed organically over three decades Consequently the Companybelieves that the Grouprsquos international Site portfolio is well-integrated benefits from the strategic locations ofits Sites and is an attractive potential host for MNO customers looking to expand or densify their networks

Vantage Towers brings together a combination of four key factors (i) owning fully integrated nationwidenetworks that are underpinned by secure long-term contractual arrangements with a high-quality customerbase including leading MNOs in each market (Source Fitch Solutions) (ii) controlling or co-controllingtowers that are part of the essential consolidated grid of at least two of the largest MNOs in markets where theVodafone Group has already agreed nationwide active sharing agreements including Spain Greece PortugalItaly the United Kingdom and Romania (iii) expanding the services offered by a tower company beyond thetraditional role of an infrastructure landlord to MNOs to the role of an innovative network enabler for a rangeof existing and new customers and (iv) being at the forefront of enabling a resilient inclusive digital societywith a clear focus on sustainable infrastructure to minimize environmental impact

The Group is well-positioned to benefit from long-term trends in the European mobile telecommunicationsmarket delivering growth and value opportunities across each of its markets by (i) building BTS Sites tosatisfy the coverage obligations and densification requirements of its customers resulting from strong datausage growth and the roll out of 5G (ii) improving asset utilization by adding new customers beyond MNOs(iii) driving efficiencies (iv) expanding into adjacent services and (v) targeting both organic and inorganicgrowth opportunities With its extensive footprint strong relationships with leading MNOs and experienced andempowered management team the Group is well-placed to capitalize on prevailing market trends by attractingnew customers onto its existing Sites and deploying new Sites Management has identified opportunities todeliver efficiencies by optimizing costs across the Grouprsquos portfolio and promoting best practices as well as todrive further growth from non-core opportunities and the further expansion of the Grouprsquos customer base

The Group has an operating model that delivers committed long-term revenues with regular adjustmentsthat are typically linked to inflation

Vantage Towers operates its business across four segments Germany Spain Greece and Other EuropeanMarkets

155

The following table sets out certain key operational information about the Vantage Towers portfolioincluding the portfolios of its co-controlled joint ventures as of March 31 2020 and December 31 2020

Macro Sites(1) GBTs(2) RTTs(2) Tenancy Ratio(3)

Mar 312020(4)

Dec 312020(5)

Mar 312020(4)

Dec 312020(5)

Mar 312020(4)

Dec 312020(5)

Mar 312020(4)

Dec 312020(5)

(lsquo000) () (x)Markets by SegmentGermany 190 194 23 23 77 76 120 121Spain 89 88 46 46 54 54 160 168Greece(6) 49 48 42 42 58 58 161 164Other European MarketsPortugal 34 35 54 54 46 46 121 122Czech Republic 38 38 25 26 75 74 109 109Romania 23 23 55 55 44 44 201 201Hungary 19 19 40 40 60 60 138 141Ireland 12 12 49 49 50 50 154 155

Total Other European Markets 126 127 43 43 57 57 138 138Total Consolidated Markets 454 457 35 35 65 64 137 139Co-Controlled Joint VenturesItaly(7) 221 221 NA NA NA NA 180 185United Kingdom(8) 141 142 77(9) 77(9) 23 23 201 201Total 816 820 45(10) 45(10) 55(10) 55(10) 161 162

Notes

(1) Macro Sites are the physical infrastructure either ground-based or located on the top of a building where communicationsequipment is placed to create a cell in a mobile network including Streetworks and Long-Term Mobile Sites Macro Sitesinclude GBT and RTT Sites This table does not include Micro Sites which are comprised of DASindoor Small Cell Sites andoutdoor Small Cell Sites

(2) GBTs (which include Streetworks in the United Kingdom) and RTTs are shown as a percentage of Macro Sites

(3) Tenancy ratio means the total number of tenancies (including physical tenancies and active sharing tenancies) on the GrouprsquosMacro Sites divided by the total number of Macro Sites Therefore the Grouprsquos tenancy ratio counts two tenancies where thephysical tenant (Vodafone or another MNO) is actively sharing on a Macro Site

(4) Macro Site and tenancy figures as of March 31 2020 presented as if the Reorganization had completed as of that date

(5) Macro Site and tenancy figures as of December 31 2020 except for INWIT which is as of September 30 2020


(7) Reflects 100 of INWITrsquos Macro Sites and tenancies as of September 30 2020

(8) Reflects 100 of Cornerstonersquos Macro Sites and tenancies

(9) Includes approximately 3800 Streetworks

(10) Excludes INWIT

162 Key Strengths

1621 A Leading European Mobile Telecommunications Tower Infrastructure Operator

Vantage Towers is a leading European mobile telecommunications tower infrastructure operator in termsof scale diversification asset quality and market position (Source Company Market Position Assessment)offering a high-quality tower portfolio that is attractive to existing and new tenants

The Group derives all of its revenue from the mobile telecommunications Site services it provides withminimal exposure to broadcasting or other activities As of December 31 2020 the Group had controlling orco-controlling interests in operations that owned and operated approximately 82000 Macro Sites across 10European markets In nine of these 10 markets the Group or its co-controlled joint ventures rank either first orsecond by number of Sites (Source Company Market Position Assessment) The Grouprsquos shareholdings inINWIT and Cornerstone afford it co-control of tower infrastructure leaders in Italy and the United Kingdomrespectively In Vodafone and Telecom Italia INWIT has two market leaders as its anchor tenants and due tocommitments for new Macro Sites and tenancies INWIT has multiple levers to support strong future growthSimilarly Cornerstone has two UK market leading anchor tenants Vodafone UK and Telefoacutenica UK that have

156

Active Sharing Arrangements in place Vodafone UK and Telefoacutenica UK have BTS commitments toCornerstone and Cornerstone is a preferred supplier of new Sites for both MNOs

The following table sets out a breakdown of the Grouprsquos Site portfolio by market including the portfoliosof its co-controlled joint ventures showing number of Macro Sites as of the date indicated and market position

Macro Sites(1) Market Position(2)

(lsquo000)Markets by SegmentGermany 194 2Spain 88 2Greece(3) 48 1Other European MarketsPortugal 35 2Czech Republic 38 2Romania 23 4Hungary 19 2Ireland 12 2

Total Other European Markets 127 mdashTotal Consolidated Markets 457 mdashCo-Controlled Joint VenturesItaly(4) 221 1United Kingdom(5) 142 1Total 820 mdash

Notes

(1) Total Macro Sites as of December 31 2020 except for INWIT which is as of September 30 2020

(2) Based on the number of Macro Sites the Group (including INWIT and Cornerstone) owns or operates in each of its markets andon what it believes to be comparable data for the other tower companies it has analyzed The Companyrsquos estimated marketposition in Spain is based on the number of Macro Sites excluding broadcasting and radio Sites for its competitor Cellnex Forthe avoidance of doubt the Companyrsquos market position analysis excludes (i) Micro Sites and (ii) transmission Sites(Source Company Market Position Assessment)


(4) Reflects 100 of INWITrsquos Macro Sites Figures are as of September 30 2020


The Group believes that its size is complemented by the high-quality and strategic location of its Siteswhich provide national coverage and a full Passive Infrastructure offering to its customers The Grouprsquos Siteportfolio across its Consolidated Markets is well balanced with approximately 16000 GBTs 29400 RTTs 300Long-Term Mobile Sites and 1500 Micro Sites as of December 31 2020 The Company believes that its Sitesare well-positioned to capture the demand from network densification within its markets Excluding INWIT andCornerstone approximately 37 of the Grouprsquos Macro Sites are located in high population urban areasapproximately 19 are located in suburban areas and the remaining approximately 44 are located in ruralareas in which demand is supported by coverage obligations Based on the Grouprsquos co-tenancy analysisdescribed under ldquo1652 Site Portfoliordquo below the Group also has attractive Sites with limited competitionparticularly in Germany Approximately 57 of the Grouprsquos Macro Sites located in urban areas in itsConsolidated Markets (excluding those in Hungary and Romania) have no third party Sites located within 150meters and approximately 38 of the Grouprsquos Macro Sites located in rural areas in its Consolidated Markets(excluding those in Hungary and Romania) have no third party Sites located within one kilometer TheCompany believes that the high quality and strategic positioning of these Sites makes them attractive to currentmarket participants and new market entrants looking to expand their networks and respond to densificationneeds and coverage obligations Furthermore the Grouprsquos average tenancy ratio of 139x across the Macro Siteportfolio in its Consolidated Markets as of December 31 2020 underpins substantial colocation and upgradepotential This provides significant capacity for growth of the Grouprsquos customer base and tenancies

1622 Benefitting from Strong and Resilient Underlying Demand Within a Growing Towers Market

Vantage Towers benefits from having leading positions in markets in which densification needs driven bymobile data growth and 5G roll out and government-mandated coverage obligations are increasing demand for

157

additional tenancies and Sites Vantage Towers expects to build approximately 550 BTS Sites by March 312021 and has commitments to build approximately 7100 additional BTS Sites across its Consolidated Marketsover the next five financial years The Company believes these markets form the core of a growing Europeantowers market

With the roll out of each new generation of mobile technology users have consumed more data Datausage in Europe continues to grow rapidly in response to the increasing adoption of smartphones and internet-based applications Between 2020 and 2024 mobile data consumption in Western Europe is expected to growfrom 40000 PB per year to 96000 PB per year (Source Company Internal Analysis) In order for MNOs toexpand their networks and improve quality as subscribers and data usage increase they must maintain effectivecapacity to ensure network stability and a lack of congestion (ie coverage and speed) This in turn requiresthat MNOs densify their networks by increasing their tenancies because existing network cells have capacitylimits and as data usage increases the effective size of network cells typically decreases Network densificationis further required to support the range and capacity requirements of the high frequency spectrum used by the5G networks that MNOs are rolling out across Europe following national 5G spectrum auctions Between 2020and 2024 5G mobile connections in Western Europe are projected to increase from 2 of total connections toapproximately 42 of total connections following the allocation of high band spectrum in certain Europeanmarkets including Germany (Source Company Internal Analysis) The higher use of data during the COVID-19 pandemic has also led the EU and individual European governments to take actions to support data demandincluding the EUrsquos EUR 750 billion Next Generation recovery fund to invest in better connectivity through therapid deployment of 5G networks and funds to support 5G network expansion in the German GovernmentrsquosEUR 130 billion stimulus package

MNOs will also need additional tenancies in increasing amounts to address short-term and medium-termcoverage obligations In a number of the Grouprsquos markets national regulators have established coverageobligations that require MNOs to provide network coverage of certain quality over certain areas For examplein Germany MNOs must provide coverage for 98 of households with more than 100Mbit per seconddownload speed by 2022 road and rail coverage 1000 new 5G base stations and 500 base stations in ldquowhitespotrdquo areas These obligations are expected to drive significant roll out in underserved areas with VodafoneDeutsche Telekom and Telefoacutenica Deutschland having signed a letter of intent to coordinate the setup andoperation of 6000 Sites in ldquowhite spotrdquo areas (ie areas in which no MNO provides coverage) across ruralareas and transportation routes In Italy MNOs are required collectively to provide 5G coverage to 80 of thepopulation within three years (four years for new entrants) of auctioned spectrum becoming available in 2022and 994 of the population within four and a half years In the United Kingdom an industry-led SRNprovides for individual MNO coverage commitments that have replaced government coverage obligations on700MHz spectrum at the next auction The SRN aims to extend combined 4G coverage to 95 of the UnitedKingdom by the end of 2025 The coverage commitments of one of Cornerstonersquos anchor tenants VodafoneUK cover an additional 90000 premises (total MNO commitments of 280000) and 8500 additional kilometersof roads (total MNO commitments of 16000 kilometers) In Spain the 700MHz spectrum auction is expectedto take place during the first half of 2021 It is proposed that the auction will include coverage obligationsrequiring 100 coverage for towns of more than 20000 inhabitants within three years as well as formotorways dual carriageways and multi-lane roads and high-speed railway passenger stations In Portugal the5G spectrum auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands) finished in January 2021while the 5G spectrum auction for existing MNOs is ongoing and is expected to finish in the first quarter of2021 MNOs acquiring spectrum in the auctions will be required to provide 5G coverage to 95 of thecountryrsquos total population by 2025 In Greece new obligations attaching to the 2GHz 35GHz 26GHz and700MHz auctions held in December 2020 include population coverage within the first three years a 100 Mbpsminimum level of downloaded data throughputs and a minimum of 300 5G Sites to be installed for the 34-38GHz spectrum Voluntary 5G coverage obligations are being expanded in Hungary and are already in place inthe Czech Republic They are also expected to be applied to spectrum expected to be auctioned in Romania andIreland

The Company believes that the densification needs and coverage obligations described above will driveconsistent MNO-led growth in the number of tenancies and Sites in the Grouprsquos markets underpinning strongand resilient demand for its services Between the twelve months ended March 31 2020 and the twelve monthsending March 31 2025 PoPs (which Vantage Towers refers to as tenancies) in the Grouprsquos ConsolidatedMarkets are forecast to increase by approximately 26 to approximately 278000 largely driven by coverageobligations as MNOs seek to meet population and area requirements (approximately 36000 new PoPs) and to alesser extent densification needs (approximately 15000 PoPs) (Source Analysys Mason based on its PoPsforecast for all markets including new entrants where Vantage Towers is present (excluding Italy)) Betweenthe twelve months ending March 31 2025 and the twelve months ending March 31 2030 PoPs in the Grouprsquos

158

Consolidated Markets are forecast to increase by approximately 12 to approximately 311000 potential PoPsprimarily due to coverage obligations (approximately 17000 new PoPs) and densification needs (approximately9000 new PoPs) (Source Analysys Mason based on its PoPs forecast for the Grouprsquos Consolidated Markets)During both periods new entrants are forecast to contribute to the growth in PoPs (approximately 7000 and6000 new PoPs respectively) following recent and future spectrum auctions (Source Analysys Mason basedon its PoPs forecast for the Grouprsquos Consolidated Markets) In Germany PoPs are forecast to grow byapproximately 57000 or 54 between the twelve months ended March 31 2020 and the twelve monthsending March 31 2030 of which 35000 12000 and 10000 PoPs are forecast to be driven by coverageobligations a new market entrant and densification needs respectively (Source Analysys Mason based on itsPoPs forecast for Germany) In Spain PoPs are forecast to grow by approximately 12000 or 18 over thesame period with coverage obligations densification needs and network sharing arrangements resulting inincreases of 4000 5000 and 3000 PoPs respectively (Source Analysys Mason based on its PoPs forecast forSpain)

These factors are driving demand within a European tower market that continues to evolve creatingsignificant growth opportunities for scaled mobile telecommunications tower infrastructure operators likeVantage Towers The European tower market is in the early stages of its evolution and the Company believesthat its high quality infrastructure which offers superior locations and nationwide coverage is well-positionedto benefit from the marketrsquos growth The commercialization of tower companies while a developing trend inEurope has substantial room for growth when compared with other more mature towers markets like that in theUnited States For example as of 2021 approximately 50 of European Sites were owned by independenttower companies (Source TowerXchange Europe Report 2019 broker reports Company Internal Analysis)compared to 90 in the United States (Source broker reports) In addition there is considerable scope fortower companies to increase their average tenancy ratios in Europe when compared to the United States wherethe average tenancy ratio of US tower companies generally was more than 20x in 2019 according to brokerreports The US tower infrastructure market also demonstrates the potential for improved cost optimizationthrough land ownership and the use of RoUs with major US tower infrastructure operators owning or havinglong-term leases on approximately 35 of their assets The Vantage Towers specialist commercial team wasestablished to drive growth and efficiency across the business in part by increasing the number of tenants onand thereby the utilization of the Grouprsquos Sites The Group is also actively pursuing efficiency gains through aground lease optimization program aimed at replacing leasehold interests underpinning the Grouprsquos Sites withland ownership and long term RoUs as described in further detail in ldquo16313 Best-in-Class Toolsrdquo below

The Company believes that it is well-placed to leverage the expected demand growth and evolvingdynamics in the European towers market in order to grow its revenue and its profitability due to itsdifferentiated Site portfolio its relationships with key MNOs its high quality service offering and its highlymotivated commercial team

1623 Highly Rated Customer Base including Europersquos Largest MNO as Vantage Towersrsquo AnchorTenant Secured with Network Sharing Agreements

The Grouprsquos customer base is underpinned by its anchor tenant relationship with Vodafone as well as itsrelationship with other leading MNOs Vodafone is the leading European MNO by number of mobilesubscribers and provides network coverage across twelve countries Vodafone was also the first to roll out 5Gin Germany and Spain and one of the first with Telecom Italia to roll out 5G in Italy The Company believesthat the Grouprsquos relationship with Vodafone which is supported by secure long-term inflation-linked contractsand significant BTS commitments will provide stable and growing cash flows over the medium and long-termdue to the strength of Vodafonersquos network quality and coverage

In addition to Vodafone Vantage Towers has relationships with other leading MNOs for which the Groupacts as an infrastructure enabler Deutsche Telekom Orange Telefoacutenica Telecom Italia Wind Hellas and NOSare highly rated anchor tenants of the Group and occupy prominent positions in one or more markets(Source public filings Fitch Solutions) The Grouprsquos relationships with these customers are secured by eitherlong-term service contracts between Vantage Towers and the MNO or Active Sharing Arrangements betweenVodafone and the MNO in respect of Vantage Towersrsquo or its co-controlled joint venturesrsquo Sites such asVodafonersquos arrangements with Orange in Spain Telecom Italia in Italy Telefoacutenica in the United Kingdom andNOS and MEO in Portugal MNOs share Passive Infrastructure (referred to as passive sharing) and ActiveEquipment (referred to as active sharing) for a number of reasons including to reduce the time needed toestablish coverage to make efficient network investments with other MNOs and to avoid network duplicationand rationalize and increase the efficiency of their networks The Company believes that the Active SharingArrangements on its Sites are one of its key differentiators compared to its competitors

159

Passive sharing increases the Grouprsquos tenancies and generates colocation fees resulting in an increase inits revenue and Adjusted EBITDA Active Sharing Arrangements similarly increase tenancies and under theportfolio fee structure that has been agreed as part of the Vodafone MSA between Vantage Towers andVodafone in connection with Vodafonersquos new Active Sharing Arrangements in Spain and Portugal sucharrangements enhance the Vantage Towers Grouprsquos revenues and protect it against the cost of decommissioningresulting from their implementation By engaging in active sharing MNOs have a mutual dependency on oneanotherrsquos networks as they seek to address their densification needs and coverage obligations The ActiveSharing Arrangements in place between Vodafone and other leading MNOs in respect of Vantage Towersrsquo orits co-controlled joint venturesrsquo Sites mean that Vantage Towers provides critical infrastructure for two of thelargest MNOs in each of the markets in which it or its co-controlled joint ventures operate The Companybelieves that these arrangements provide significant protection against the risk of decommissioning as a resultof future Site consolidation in these markets both from the trend of increasing active sharing in Europe and thein-market consolidation of MNOs

Taken together the revenue that Vantage Towers generates from Vodafone and its other leading MNOcustomers means that almost all of the Groups revenue is derived from MNOs that largely hold investmentgrade credit ratings providing secure and resilient cash flows A similar proportion of revenue is generated incountries with limited risk from further active sharing

1624 Growth Underpinned by Long-Term Inflation-Linked Contracts with Tenants New Build MacroSite Commitments and Increasing Demand for Tenancies

Vantage Towersrsquo inflation-linked contracts with Vodafone and long-term contracts with other leadingMNOs combined with its BTS commitments and right of first offer on Vodafone new BTS Sites over andabove these commitments secure visible and resilient revenue and cash flows from its existing business withldquobuilt-inrdquo growth Approximately 84 of the Grouprsquos revenue is secured by long-term contracts with membersof the Vodafone Group in each of the markets in which Vantage Towers operates The Company considers theseagreements (ie the Vodafone MSAs) to be balanced agreements that make the Group an attractive partner forMNOs and support more sustainable long-term relationships with the Grouprsquos anchor tenants They are also fitfor the future that the Company envisages for the mobile telecommunications industry

The Vodafone MSAs have been entered into for an initial term of eight years (until November 2028) andrenew automatically following the expiration of the initial term for three additional eight-year terms subject tothe Vodafone Operatorrsquos right at the end of each term not to extend the agreement Under the terms of theagreements Vantage Towers charges a tenant fee which includes a base service charge and additional servicecharges The base service charges and the additional service charges vary annually by reference to an agreedconsumer price index that typically has a floor of 0 (other than in Germany where the floor is negative 2 tocomply with legal requirements) and a cap of 2 (other than Hungary where the cap is 3) meaning that theGrouprsquos revenues from these contracts provide strong protection from inflation within its markets up to therespective caps

As part of the Vodafone BTS Commitment Vodafone has also committed to contract for the constructionof approximately 6850 new BTS Sites across the Grouprsquos Consolidated Markets between April 1 2021 andMarch 31 2026 except for 250 new BTS Sites in Greece that Vodafone has committed to contract for betweenNovember 17 2020 and November 16 2025 Vodafonersquos BTS commitment as well as a separate commitmentfor 250 new BTS Sites from Wind Hellas in Greece over the same period have protected economics over thefive years and also afford the Group preferred supplier status for any BTS Sites required over and above theVodafone BTS Commitment in the Grouprsquos Consolidated Markets Once the committed new BTS Sites aredelivered the Company expects to generate incremental additional run-rate Adjusted EBITDAaL ofapproximately EUR 130 million by March 31 2027 The Company expects that these commitments willsupport growth in the medium term with further long-term growth coming from Vantage Towersrsquo preferredsupplier status The Company believes that the Grouprsquos share of such future requirements beyond the VodafoneBTS Commitment period is likely to be between 500 and 700 Sites per year driven by new coverageobligations and ongoing 5G densification without accounting for new coverage obligations or 6G roll out TheGroup is also a preferred supplier of Wind Hellas in Greece Furthermore INWIT has commitments to buildapproximately 2400 Macro Sites in Italy that it intends to deploy by the end of 2026 and Cornerstone hascommitments to build approximately 1200 Sites in the United Kingdom over the next four financial years TheCompany believes that the recurring nature of the payments under the Vodafone MSAs the Vodafone BTSCommitment and the Grouprsquos other BTS commitments and preferred supplier statuses will support the stabilityand growth of the Grouprsquos revenues and cash flows going forward

160

The Group also has secure long-term contracts with its other customers including other MNOs and non-MNOs that provide it with additional sources of reliable revenue and cash flows The Grouprsquos contracts withother MNOs have a typical duration of eight years and the majority include automatic rollover or extensionclauses that are either long term or without limitations In the near-term Vantage Towers aims to generate themajority of its growth by addressing the coverage obligations and densification needs of existing and potentialMNO customers However the Group also has a diversified base of approximately 400 non-MNO customersthat includes public entities utility providers enterprise customers and other operators holding licenses forfixed wireless access operating PPDR networks FWA networks IoT networks utilities networks and privatenetworks While this segment of the market is currently small the Company is developing relationships withnon-MNO customers and believes the segment has significant growth potential

Vantage Towers continues to grow its business with a focus on delivering new colocations and BTScommitments Prior to the Reorganization the Towers Business was primarily used to support the expansionand competitiveness of Vodafonersquos mobile networks as opposed to adding customers through colocationConsequently as of March 31 2020 the average tenancy ratio across the Grouprsquos Consolidated Markets was137x compared to aggregate tenancy ratios of approximately 15x and over 20x at certain other European andUS tower companies (Source broker reports) The Group has a low tenancy ratio on its RTTs and sparephysical capacity on its GBTs which had a tenancy ratio excluding active sharing tenancies of 127x as ofDecember 31 2020 Following its establishment Vantage Towers has set up the specialist commercial teammentioned above which is dedicated to growing developing and transforming the business to increasetenancies and deliver growth The commercial team is responsible for leading business developmentanticipating customer needs using market intelligence and geo-analysis new product development and pre-salessupport The goal of the commercial team is to leverage the existing relationships between Vantage Towers andthe key MNOs in its markets to maximize non-Vodafone tenancies from new tenancies and to capitalize onVantage Towersrsquo significant potential to increase tenancies to drive growth See ldquo16332 Ambitious OrganicGrowth Strategy for Anchor and Other Tenanciesrdquo During the three months ended December 31 2020 thecommercial teamrsquos strategy resulted in the Group signing new framework agreements with eir and Three inIreland and a framework agreement with the National Association of Telecommunications Operators andInternet Services (AOTEC) in Spain to add tenancies and densify in rural areas AOTEC represents 150 smallermobile network operators The framework agreements with eir and Three are expected to deliver more than 250and more than 200 tenancies respectively The Group also signed a 10-year IoT framework contract withSigFox that is expected to generate at least 350 tenancies by March 31 2022 and at least 500 tenancies byDecember 31 2023

In the medium term the Group is targeting a tenancy ratio in excess of 150x across its ConsolidatedMarkets compared to an average tenancy ratio across its Consolidated Markets of 137x as of March 31 2020Based on new Macro Sites expected to be commissioned during the twelve months ending March 31 2021(approximately 550 tenancies) the Vodafone and Wind Hellas BTS commitments (approximately 7100tenancies including 2000 Vodafone tenancies resulting from white spot obligations) white spot obligations inGermany (4000 additional non-Vodafone tenancies) and committed tenancies net of decommissioning in Spainand Other European Markets (approximately 1700 tenancies) in November 2020 the Group had over 13400new committed tenancies In order to achieve its medium-term target tenancy ratio the Group is aiming to addadditional tenancies to its committed tenancies During the nine months ended December 31 2020 the Groupadded approximately 1400 net tenancies of which approximately 500 tenancies were not committed inNovember 2020 As a result the Group secured approximately a quarter of the non-committed tenancies that itexpects to require to achieve its medium-term tenancy ratio target of over 150x

The Group is either engaged in negotiations or has identified future opportunities to add tenancies in anamount multiple times greater than what it expects to require to meet its medium-term tenancy ratio target

1625 Highly Attractive Financial Profile with Margin Upside and Cash Flow Generation SupportingShareholder Returns

Vantage Towers has the capacity to build on its margins and Cash Conversion using its operating leverageand expected cost efficiencies Vantage Towers also maintains low maintenance capital expenditurerequirements which enable strong Cash Conversion

The Company believes that it has strong operating leverage due to its ability to increase its revenue and itsAdjusted EBITDAaL margin by adding tenants to the Grouprsquos Sites Coupled with this the Company alsobelieves that the Group can enhance its margins by delivering operating cost reductions through its costefficiency programs including ground lease optimization increasing automation across the portfolio OampM

161

efficiencies and the deployment of energy efficient solutions which are described in detail in ldquo16333 Best-in-Class Operational Efficiencyrdquo

The Company believes that the strong cash flow generation of its business model can support differentcombinations of leverage dividends and growth which it looks to balance in a way that is consistent with itslong-term strategy Over the medium term the Company is targeting a mid-single digit revenue (excludingrecharged capital expenditure revenue) compound annual growth rate an Adjusted EBITDAaL margin in thehigh fifty percentages and a mid- to high- single digit compound annual growth rate of Recurring Free CashFlow As of March 31 2021 Vantage Towers is targeting a leverage ratio defined as Net Financial Debt toAdjusted EBITDAaL of 40x by March 31 2021

1626 Clear Focus on Strategic Growth through Investment Beyond the Core Business and MampA Ledby an Experienced Independent and Commercially-Driven Management Team

Vantage Towers has a clear strategy with multiple levers for growth This strategy prioritizes expandingand evolving the Grouprsquos product portfolio and relationships with existing and new customers to maximize theutilization of its assets Vantage Towers believes there is additional value creation potential from investmentbeyond the core business and diversifying into areas such as fiber backhaul IoT and edge computing TheGroup is also exploring growth through incremental organic investments beyond the business plan (ie itsstated guidance around BTS and ground lease optimization programs) andor strategic MampA Any strategicMampA would be focused on opportunities to expand the Grouprsquos Site portfolio as it pursues its goal of becominga 5G ldquosuperhostrdquo and a key enabler of Europersquos digital future The Grouprsquos strategic roadmap for growth isdescribed below in ldquo163 Strategyrdquo With an expected Net Financial Debt to Adjusted EBITDAaL ratio of 40xas of March 31 2021 the Group will have EUR 1 billion of leverage capacity that can be complemented by theissuance of equity to fund larger opportunities preserving the strategic flexibility to pursue organic growthbeyond the business plan andor strategic MampA

The Vantage Towers management team has significant technology and mobile network infrastructureexperience and extensive relationships with the mobile industry Vivek Badrinath Vantage Towersrsquo chiefexecutive officer Thomas Reisten Vantage Towersrsquo chief financial officer and the chair of Cornerstonersquos boardof directors and Sonia Hernandez Vantage Towersrsquo chief commercial officer and a non-executive director ofINWIT have over 70 years of industry experience between them Prior to joining Vantage Towers Vivek andThomas worked together as chief executive officer and chief financial officer respectively of Vodafonersquos Restof the World segment and Vodafone Business Sonia has been the chief executive officer of Vodafone Maltaand a member of the boards of directors of Vodafone Germany and Kabel Deutschland and she currently sits onthe board of directors of INWIT As a whole the management team has strong expertise that is well-suited todriving growth in the business and delivering on the Grouprsquos strategy Regional country heads reinforce themanagement team and lead on the implementation of Vantage Towersrsquo strategy

The management team is supported by a robust corporate governance framework that affords it significantindependence The Supervisory Board is comprised of an independent chair three independent non-executivemembers and five members nominated by Vodafone However there are no majority shareholder instructionrights meaning that the Vantage Towers management team is empowered to drive the Grouprsquos strategyforward Vantage Towers has a clearly defined relationship with Vodafone under the terms of the RelationshipAgreement and the various commercial agreements into which the businesses have entered including theVodafone MSAs which include arms-length governance of related party arrangements These governancearrangements allow Vantage Towers to enjoy the benefits of its partnership with Europersquos leading MNO bynumber of mobile subscribers (Source Fitch Solutions) while guaranteeing it the independence to run the day-to-day operations of the business as well as the flexibility to pursue its growth strategy and leverage marketopportunities in order to grow its business and maximize shareholder value The management team also has amanagement incentive structure in place that targets growth in non-Vodafone revenues (see ldquo16331Incentivized to Drive Long-term Shareholder Valuerdquo below)

163 Strategy

The Grouprsquos strategy is focused on three key pillars People Planet and Performance The Grouprsquosmission is to power Europersquos digital transformation and the Company believes its Site portfolio is a key enablerfor a sustainable digital society People and Planet form two dimensions of the Grouprsquos environmental socialand governance (ldquoESGrdquo) strategy which is underpinned by its Performance and robust corporate governance

162

1631 People

Vantage Towers is focused on developing a workforce with the skills necessary to drive the businessforward that is supported by rigorous health and safety practices and best-in-class systems and tools

16311 Multi-Skilled and Diverse Team

Vantage Towers is focused on maintaining a distinctive culture which is fostered by building a diverseworkforce maintaining a lean and flat organization and being inclusive transparent and collaborative VantageTowers will continue to build a diverse team of individuals managers and engineers to create the optimal talentmix to drive the business forward The Grouprsquos goal is to have a broad talent base with employees frommultiple backgrounds and to maintain a ratio of at least 30 female employees As of the date of thisProspectus the Group had over 30 female employees Amongst its people the Group seeks to foster anentrepreneurial spirit and collaborative culture that combines the scale of a multi-national corporation operatingacross eight countries with a start-up mentality and promotes a borderless mindset while empowering itsemployees Management is focused on supporting the Vantage Towers team across all markets by creatinggrowth and development opportunities using targeted development plans with a particular focus on developingits infrastructure team At the managerial level leaders are empowered to operate with speed and accountabilityto deliver on the Grouprsquos growth initiatives

16312 Unflinching Focus on Health and Safety

Vantage Towers rigorously focuses on health and safety across the entire business The Grouprsquoscommitment to health and safety does not differentiate between its own employees and its contractors with allpersonnel expected to comply with the Grouprsquos ldquoAbsolute Rulesrdquo on health and safety which are focused onrisks that present the greatest potential for harm Employees or contractors who repeatedly fail to observe theldquoAbsolute Rulesrdquo are excluded from involvement in the Grouprsquos business Whenever accidents occur it is theGrouprsquos policy to perform a full investigation of the cause with suggestions as to appropriate remedialmeasures In the event of a fatality all related work must cease and only recommence with appropriateauthorization The Group aims to continue to operate a business with no fatal workplace accidents In additionthe Group is committed to the health and wellbeing of its employees and their families to whom it offers avariety of programs including a wellbeing platform that enables its users to access health and wellness toolsfrom their electronic devices

16313 Best-in-Class Tools

Vantage Towersrsquo strategy is to continue to provide best-in-class tools to support its workforce and furtherits productivity The Grouprsquos newly established commercial team is focused on increasing its tenancy ratio bycapitalizing on coverage obligations and densification needs To support this focus in October 2020 VantageTowers rolled out an initial version of a customer relationship management (ldquoCRMrdquo) solution to activelymanage its leads opportunities and customers The aim is for a subsequent version of this system to includesales forecasting and analytics The Group is also expanding the capabilities of its commercial team through theintroduction of tailored software solutions that perform geo-based analytics in order to anticipate futurecustomer demand to enable a more proactive sales approach minimize the time-to-market and reducedeployment costs of new products

In addition Vantage Towers is at the forefront of using digital assets to promote automation across itsbusiness as a means to reduce costs and improve margins The Group currently uses Vodafonersquos IT systems foroperational business and technology support Within this established IT infrastructure the Group is rolling outa number of programs aimed at improving its service offering and streamlining its operations The mostsignificant of these include TIMS (ie Tower Information Management System) and Digital Twin

TIMS serves as the Grouprsquos inventory management system in which Vantage Towersrsquo standardizedprocesses are mapped It is a fully integrated software suite that the Group uses to manage end-to-end Groupoperational processes and workflow on a day-to-day basis including updates provided remotely by the Grouprsquosemployees and contractors when they are working on a particular Site TIMS includes a customer portal thatfacilitates customer interaction by enabling customers to access the Grouprsquos Site portfolio and to initiate servicerequests and exchange information and documents directly in the portal It also includes a separate landlordportal that provides landlords with an equivalent tailored interface An initial version of TIMS was rolled outin the Grouprsquos markets in July 2020 with full operational capabilities including mobile workforce enablementexpected to be implemented by August 2021

163

Digital Twin is a software solution that will provide a 3D digital representation of physical Sites to enablethe Group and its customers to perform Site activities remotely thereby reducing the need for and costs relatedto Site visits In addition Digital Twin will enable the Group to digitize its Site offering Site design andconstruction and Site infrastructure operations to further increase operational efficiency and reduce the time-to-market of service delivery Digital Twin is still in the development stage with initial roll out expected in thesecond half of 2021

1632 Planet

As Vantage Towers expands connectivity and builds a better digital future for Europe it will seek to do sowith minimal impact on the planet Better connectivity brings with it the opportunity to advance new greenerways of working and living Sustainability is a core focus for Vantage Towers including the use of renewableenergy sources maximizing the reuse and recycling of redundant network equipment ensuring energy meteringon Sites for energy efficiency and maintaining a sustainable supply chain

16321 Building EU Resilience through Coverage

The resilience of Europersquos economy and society is central to Vantage Towersrsquo ability to power Europersquosdigital transformation The Group seeks to enhance Europersquos resilience by enabling mobile coverage andconnectivity During the national lockdowns that have resulted from the COVID-19 pandemic mobile networkshave been fundamental to the ability of people to work from home with voice and data traffic spiking 50 inthe first half of 2020 (Source GSMA 2020) As a result of the higher use of data during the COVID-19pandemic governments have proposed new funding to meet customer demand In Europe the EuropeanCommission has proposed the creation of a EUR 750 billion NextGenerationEU recovery instrument to investin the EUrsquos digital transition The principal component of NextGenerationEU is the EUR 6725 billionRecovery and Resilience Facility the purpose of which is to mitigate the economic and social impact of theCOVID-19 pandemic and make European economies and societies more sustainable resilient and betterprepared for the challenges and opportunities of the green and digital transitions Furthermore as part of theEuropean budget for 2021-2027 the EU budgeted 20 of EU funds for digital expenditures Meanwhilenational governments in Europe are providing funding to accelerate 5G network roll out This includes inGermany where the federal government has announced funds to support 5G network roll out as part of itsEUR 130 billion stimulus package Rural coverage obligations and the roll out of 5G are expected to increasemobile connectivity going forward resulting in 5G subscriptions comprising 55 of total mobile subscriptionsby 2025 Vantage Towers believes that its high-quality Site footprint enables digitization supports thedeployment of 5G across the portfolio and facilitates comprehensive rural coverage through Sites which arelocated in rural areas In addition rural coverage obligations also create opportunities for new Sitedeployments

Active and passive sharing on the Grouprsquos Sites reduces MNOsrsquo environmental footprints by consolidatingthe placement of Active Equipment By supporting mobile technology across Europe which helped to avoid324 million tons of CO2 in 2018 (Source GSMA 2019) Vantage Towersrsquo Site footprint also contributes todecarbonization contributing to the European Unionrsquos goal of achieving climate neutrality in 2050 The EUrsquos2021-2027 budget set aside 30 of EU funds to fight climate change Against this background the Groupexpects that its ESG projects described below in ldquo16322 Energy Conscious Deliveryrdquo can where neededbenefit from public funding

16322 Energy Conscious Delivery

Vantage Towers is focused on increasing its energy efficiency and reducing its carbon footprint As ofDecember 31 2020 the Group procured over 90 of its electricity from renewable sources in its ConsolidatedMarkets including 100 from renewable sources in five countries where the Company operates The Grouphas established initiatives to move to procuring 100 of its electricity from renewable sources by the secondhalf of 2021 The Group sources renewable energy via power purchasing agreements renewable energycertificates and renewable electricity tariffs through the VPC which is Vodafonersquos principal procurementcompany It has also committed to implementing ISO 50001 in all of its Consolidated Markets by 2023 as ameans to further the ongoing improvement of its energy performance Currently three of its eight ConsolidatedMarkets are ISO 50001 compliant To complement these initiatives Vantage Towers is targeting a 15improvement in its power usage effectiveness by 2023 (compared to 2020) by improving power supply andcooling system efficiency The Group is piloting the use of micro wind turbines on masts at six Sites inGermany and Portugal and is planning to roll them out to 300 Sites in Germany In Spain the Group ispiloting the use of solar panels to power on-site cooling systems at two Sites and to provide power in

164

conjunction with hybrid generators and accumulators at approximately 50 rural Sites with no commercial powersupply The Group also sees a significant opportunity for the use of solar power in Greece Portugal andGermany where solar panels are currently deployed on approximately 100 Sites The Group is also targetingthe implementation of energy meters on at least 80 of its Sites by 2023 which the Company believes willincentivize energy efficiency The Group has deployed smart meters at approximately 1000 Sites in Romaniato measure tenantsrsquo power consumption and has also developed capabilities to measure power consumption forapproximately 1500 Sites in Portugal and Ireland The Group will continue to assess new opportunities forimproving energy efficiency and the use of renewable energy sources on an on-going basis across its Siteportfolio

16323 Sustainable Infrastructure Supported by Superior Supply Chain

Vantage Towers seeks to employ sustainable infrastructure solutions across its network In addition to itsfocus on renewable energy described above the Group employs a leading network equipment re-use programthat allows it to reduce costs through the recycling and re-use of network equipment saving an average cost of63 as compared to new equipment By 2025 the Group is aiming to re-use resell or recycle all of itsredundant network equipment

Under the terms of its contractual arrangements with Vodafone the Group is able to leverage Vodafonersquossupply chain in order to support the ESG elements of its strategy The VPC provides expertise economies ofscale and a focus on sustainability that enable Vantage Towers to secure advantageous pricing terms for manyof the materials products and contractors that it requires while ensuring its core values around sustainabilityare continually upheld The Vodafone supply chain has long-standing ethical procurement policies andmonitoring practices that require suppliers to meet mandatory ethical labor and environmental standards andare monitored and verified by independent third parties Suppliers are subject to comprehensive qualificationand due diligence checks including for human rights health and safety anti-bribery and watch list screening

1633 Performance

The Group has a performance culture that is reflected in the remuneration of its senior management and isfocused on organic revenue growth and operational efficiencies across ground lease costs and other operatingexpenses as well as strategic MampA

16331 Incentivized to Drive Long-term Shareholder Value

The Grouprsquos senior management is incentivized to drive long-term shareholder value through aremuneration structure that is based on Vantage Towersrsquo performance as measured by certain financial and non-financial key performance indicators (ldquoKPIsrdquo) Remuneration is linked to the delivery and outperformance ofthe Grouprsquos medium-term guidance as set out below under ldquo272 Outlookrdquo Short-term incentives are measuredagainst financial KPIs including Adjusted EBITDAaL Recurring Free Cash Flow and increase in non-Vodafone revenue and certain non-financial KPIs Long-term incentives are measured against Recurring FreeCash Flow total shareholder returns and ESG benchmarks Approximately half of the Management Boardrsquosmaximum potential short-term and long-term incentive remuneration where linked to financial KPIs is subjectto meeting guidance targets A meaningful portion of the variable incentives is dependent on outperformingguidance targets Members of senior management have share ownership targets which serve to further investthem in the Company and align their interests with those of other shareholders For additional detail regardingmanagementrsquos remuneration structure see ldquo2223 Remuneration and Other Benefits of the Members of theManagement Boardrdquo

16332 Ambitious Organic Growth Strategy for Anchor and Other Tenancies

At the heart of Vantage Towersrsquo strategy lies an intention to expand and develop its service portfolio tobecome one of Europersquos 5G ldquosuperhostsrdquo helping its customers deploy their 5G networks in a sustainable wayThe Grouprsquos vision is to power Europersquos digital future enabling smart cities across Europe through a range ofenablers and services such as fiber-to-the-Site indoor and outdoor coverage solutions mobile private networksand sensor networks that will help with running city transports traffic management smart parking smart wastemanagement and environmental monitoring grids amongst other things To deliver this the Group hasdeveloped a phased approach to growth with multiple levers to expand the business

The figure below provides an illustration of the Grouprsquos growth strategy

165

First ldquoRealizerdquo the Group intends to realize the potential of its business by capturing the demand beingdriven by coverage requirements and densification needs and delivering cost efficiencies It aims to do this byexpanding its presence with existing customers utilizing its focused commercial team to develop new businesspartnering with trusted parties to increase its services and delivering cost synergies as detailed further below

Vantage Towers is focused on growing its business organically The Group aims to generate the majorityof its near-term growth by addressing the coverage obligations and densification needs of existing and potentialMNO customers The demand for tenancies is expected to come both from existing MNOs with which theGroup has established relationships and from new market entrants For example in Germany 1amp1 Drillisch isexpected to require approximately 15000 PoPs (which Vantage Towers refers to as tenancies) by 2035(Source Analysys Mason) a large majority of which the Company expects to be driven through colocationswith further potential for BTS roll outs Vantage Towers seeks to leverage its existing MNO relationships tocapitalize on the demand for tenancies using the Grouprsquos high-quality portfolio and substantial colocationpotential During the nine months ended December 31 2020 the Company believes that the quality of its assetscontributed to the Group adding approximately 1100 new tenancies from customers other than Vodafone TheGroup will also look to expand its Site footprint as it addresses Vodafonersquos and Wind Hellasrsquo current BTScommitments The Group expects further growth to come from its preferred supplier status on Sites beyond theVodafone BTS Commitment as Vodafone rolls out its 5G network across Vantage Towersrsquo ConsolidatedMarkets Vantage Towersrsquo commercial team will also build and use tailored software solutions that performgeo-based analytics to proactively identify the Site needs of Vodafone and other customers minimizing thetime and cost of meeting demand and expanding its product offering to other MNOs This element of theGrouprsquos strategy will include upgrading Sites for existing customers and strengthening installations on Sites toincrease tenancies

In parallel the Group is also executing on the next phases of its strategy ldquoExpandingrdquo and ldquoEvolvingrdquoVantage Towers to become a 5G ldquosuperhostrdquo and a leading digital enabler To achieve this the Group willexpand its business across two dimensions customers and products On the customer side the Group willexpand into non-MNO customers from the public and private sector On the product side the Group will focuson (i) in-building coverage solutions particularly DAS indoor Small Cells and repeater Sites using a neutralhost model and later adding outdoor Small Cells to serve high traffic areas (ii) fiber-to-the-Site connectivity(iii) IoT and edge computing (iv) smart rural network solutions as a neutral host and (v) smart cities

166

The Group is also targeting growth in its non-MNO business by bringing new focus and managerialintensity to a group of customers that previously received less attention The majority of the Grouprsquos tenantsare currently MNOs but there is a broader range of opportunities with non-MNOs that Vantage Towers istargeting to expand its non-MNO customer base thereby increasing tenancies on the Grouprsquos Sites and drivingdemand for new Sites The non-MNO customer growth opportunities in the Grouprsquos markets include differentsegments of the market such as public protection disaster and recovery (ie PPDR) networks utility and otherprivate customers or enterprises with a need for a mobile private network LPWA-IoT networks and FWAoperators The main focus of the Group will be PPDR networks and utility and enterprise customers TheCompany believes that providers of PPDR and utilities networks present a significant opportunity for growthwithin the non-MNO customer base particularly in Germany where the government recently allocated (andwhich has now been deployed) 700MHz band spectrum to the Federal Agency for Public Safety Digital Radiowhich is responsible for the construction operation and development of Germanyrsquos terrestrial trunked radio(ldquoTETRArdquo) network the largest TETRA network in the world (Source Federal Agency for Public Safety andRadio Report) 450MHz band spectrum was awarded to the utilities sector in Germany in 2020 requiring up to5000 new Sites by 2030 Similar non-MNO-focused network development initiatives are being implementedacross the Grouprsquos markets as described in ldquo1534 Demand from Non-MNO Customersrdquo

Vantage Towers will also look to generate organic growth by developing new and enhanced serviceofferings to meet the wide-ranging needs of its existing and prospective customers The Company believesthere is a significant opportunity for growth through fiber as MNOs look to fiber to provide future-proofbackhaul solutions to support the deployment of their 5G networks while avoiding the time and cost ofinstalling their own fiber backhaul See ldquo1535 Growth Beyond the Corerdquo The Company will approach fiber intwo ways depending on whether or not fiber has already been deployed on its Sites Where fiber has alreadybeen deployed on the Grouprsquos Sites the Group plans to resell fiber services and lease dark fiber capacity toexisting and new tenants under wholesale agreements with Vodafone based on a model that has already beenestablished in Portugal and is ready to be replicated across the portfolio Under this model MNO and non-MNO tenants would pay a recurring yearly fee with contribution margins based on commercial discussionsWhere fiber is not currently deployed on the Grouprsquos Sites it will consider investing in deploying fiber toprovide fiber services to its customers The Group currently has a number of Sites that do not have fiberdeployed on them which are within one kilometer of fiberized Sites representing a relatively affordableopportunity to deploy new fiber By investing in fiber the Company believes that it can reinforce thecommercial attractiveness of Sites and generate an additional revenue stream from fiber usage fees TheGrouprsquos approach to fiberization will be determined by the cost of fiber roll out in each market and projectedreturns The cost of connecting a Site to fiber depends on the Sitersquos distance from the fiber backbone TheCompany expects pricing to be determined by a return criteria which will include internal rate of return andreturn on capital employed alongside other factors such as the strategic nature of the Sites and the ability togenerate revenues from customers other than Vodafone

Vantage Towers is also considering opportunities for growth in DAS indoor Small Cells and repeaterSites The Company believes that it is well positioned to unlock new opportunities in DAS and the rapidlyevolving indoor Small Cell market through a bespoke ldquoneutral hostrdquo business model As a neutral host theGroup will incur the cost of providing both Passive Infrastructure and Active Equipment including multi-operator equipment as well as operating and maintaining the Small Cells The Company believes that byacquiring management of dedicated sales channels indoor radio planning capabilities and maintenance andupgrade of Active Equipment it will be positioned to capture a portion of future demand for DAS and indoorSmall Cells It expects demand for indoor Small Cells to increase as 5G and high frequency spectrum are rolledout across Europe requiring upgrades to existing infrastructure the reinforcement of indoor coverage as themarket moves to higher band spectrum with lower in-building penetration and outdoor Small Cells whenMacro Sites cannot be further densified The Company will follow a phased approach to pursuing the DASindoor Small Cell opportunity that initially focuses on upgrading existing DAS and indoor Small Cellinfrastructure to 5G before defining products for large scale deployment and then building a pipeline of smalland mid-size venues that are currently underserved During the three months ended December 31 2020 theGroup moved forward with this strategy by commencing the deployment of the first 5G neutral host DASsolution for a building complex in Prague At a later stage the Group also expects to benefit from outdoorSmall Cells by leveraging multi-MNO cloud RAN-based radio equipment technologies See ldquo1535 GrowthBeyond the Corerdquo

Furthermore as IoT increases in prevalence the Group believes there will be opportunities to invest innetwork-as-a-service which amounts to rolling out IoT networks for non-MNOs and to provide planninginstallation and OampM services for IoT network equipment (eg IoT base stations or nodes) for a recurring feeandor connectivity revenue share The markets in which the Group currently operates have IoT penetration in

167

the middle tier of countries in Western Europe providing significant room for potential future growth Asdigital services evolve IoT offerings are expected to rely on higher connectivity and faster speeds generating afurther increase in data traffic resulting in a rise in the demand for Sites Sensing-as-a-service (also known asSaaS) networks where Sites host sensors for third parties are another opportunity in IoT The Grouprsquos has asignificant number of Sites across its markets that are located in high density urban areas The locations ofthese Sites make them well suited to hosting a wide range of sensors (eg weather air quality radiation firegases cameras etc) to generate real-time and high resolution data that is needed to run many artificialintelligence algorithms that power a wide range of applications across many sectors including amongst otherstransport insurance manufacturing and farming The Group expects that sensing-as-a-service (also known asSaaS) networks could also create other opportunities in data

During the nine months ended December 31 2020 the Group entered into a 10-year IoT frameworkcontract with SigFox The Company expects to generate at least 350 tenancies by March 31 2022 and at least500 tenancies by December 31 2023 The Group also positioned itself as an enabler of 5G technologies acrossmultiple industries including healthcare manufacturing e-gaming and agriculture

In the longer term Vantage Towers sees a growing demand for distributed computing that will give it theopportunity to host edge data centers for MNO and non-MNO customers Edge data centers would prepare theGroup to enable cloud RAN-based architectures for MNOs and the distributed computational power of suchcenters would secure the ultra-low latency required for the Group to enable digital cities in the future

16333 Best-in-Class Operational Efficiency

Vantage Towers will aim to enhance its margins by implementing cost efficiencies in areas such as leasecosts maintenance costs and energy costs The Group is targeting Adjusted EBITDAaL margin in the high fiftypercentages over the medium term reflecting assumptions that certain of its costs such as new Site operatingcosts incremental support costs for current BTS commitments and the renegotiation of certain maintenancecontracts are expected to increase at rates above those in the past andor above the rate of inflation Seeldquo272 Outlookrdquo for more information In order to achieve this target the Company will focus on optimizing andimproving its cost management Through the ground lease optimization program the Group is seeking toreduce its ground lease costs by selectively acquiring land on which certain of its Sites are located or thelong-term RoU assets (typically between 10 and 30 years) on margin accretive terms The Group identifies Sitecandidates for the program based on lease expiry date and prioritizes Sites owned by individual landlords Sitesare then proofed by external experts using standards set by the Group before being assessed based on thelandlordrsquos willingness to sell or enter into long-term RoU agreements The initial focus of the program isGBTs however the Company believes that the program will also allow it to increase tenancies on a number ofits RTTs in Germany by removing restrictions under certain of its leases The Company also believes that theprogram will protect the Group from competitors and land aggregators seeking to consolidate land ownership inorder to increase lease costs

The ground lease optimization program is expected to increase the attractiveness of the Grouprsquos Sites byreducing long-term costs and securing long-term RoUs or land ownership The Group has budgetedapproximately EUR 200 million for ground lease capital expenditure subject to achieving appropriate returnsThe first phase of the program is being rolled out over the next five financial years and targets approximately10 of the Grouprsquos Sites The Group launched pilots of the ground lease optimization program in Spain andGermany in July and September 2020 respectively The pilots targeted approximately 1900 Macro Sites (aninitial 400 was increased by 1500) in Spain and 850 Macro Sites (600 GBTs and 250 RTTs) in Germanyresulting in engagement from approximately 60 of the landlords contacted in each market Of the Macro Sitesin Germany the Company is exploring the ability to acquire the long-term RoU of one-third of the Sites andthe land for the remaining two thirds The pilot programs in Spain and Germany have performed in line withthe Grouprsquos expectations and the Company expects to enter into a total of approximately 100 agreements forthe acquisition of land or long-term RoUs in Spain and Germany by March 31 2021 During the three monthsended December 31 2020 the Group further expanded its ground lease optimization program by launchingpilots in Portugal the Czech Republic Hungary and Ireland The Company believes there is significantpotential to acquire land or long-term RoUs across its Site portfolio and expects to gradually ramp up theground lease optimization program over the coming years In addition the Group has begun to optimize itslease portfolio through the active renegotiation of leases where possible and advantageous to do so Using ateam of dedicated agents the Group re-negotiates lease terms with landlords in some cases offering longerlease terms in exchange for reduced rental costs

In addition the Group is targeting reductions in its maintenance costs through the introduction of remotemanagement and predictive maintenance solutions Following the launch of digital assets like TIMS and Digital

168

Twin the Grouprsquos customers will be able to remotely access Sites while the Group will be able to respond tocustomer requests and monitor and inspect its Site portfolio remotely The Group is also in the process ofimproving the energy efficiency of its Passive Infrastructure including by installing energy-efficient rectifiersfree cooling systems and lithium ion batteries to lower energy consumption and costs Furthermore the Groupis aiming to migrate its energy model onto a fully remote monitoring and metering system that will useoperational insights to provide actual energy demand data for its customers across the Grouprsquos markets By2023 the Group is aiming to increase this to 80 of Sites to enable better monitoring and target efficiencymeasures

16334 Potential Upside from Strategic MampA

The management team continually considers strategic MampA opportunities if they enhance shareholdervalue and meet the Grouprsquos investment criteria In evaluating any MampA opportunities managementrsquos firstpriority is to strengthen the Grouprsquos core asset base being its tower network and enhance its leadershippositions To the extent that it considers MampA opportunities the Grouprsquos short-term focus will be on theacquisition of tower portfolios from MNOs or other tower companies in its existing markets where there isclear synergy potential and existing capabilities This strategy is geared towards acquisitions that create nationalleaders with high quality de-risked growth balanced MSA arrangements and strong anchor tenants activesharing on the Grouprsquos Sites to underpin attractive returns The Group also looks at additional criteria such asthe potential to build new Sites and add new colocations and it has a hurdle internal rate of return that itconsiders when evaluating MampA opportunities An example of this strategy having been successfully deployedwas the combination of the Greek tower infrastructure assets of Vodafone Greece and Wind Hellas in order tocreate Vantage Towers Greece Greecersquos leading tower infrastructure operator based on number of Macro Siteswith a market share of 52 (Source Company Market Position Assessment) The Wind Hellas assets wereacquired at an attractive relative valuation and the historical alignment between Vodafone and Wind Hellas inGreece has resulted in operational efficiencies The new anchor tenant relationships between Vantage Towerson the one hand and each of Vodafone Greece and Wind Hellas on the other are underpinned by two MSAswith four eight-year automatically renewing terms and five-year BTS commitments by both Vodafone Greeceand Wind Hellas for a total of 500 BTS Sites Both MNOs are also active sharing on Vantage Towers GreecersquosSites The Company believes the establishment of Vantage Towers Greece demonstrates the ability of themanagement team to integrate new tower assets into its portfolio and to negotiate attractive terms for theprovision of its services for both Vodafone and its competitors alike

In Italy the merger of Vodafone Italyrsquos towers with INWIT contributed to a leading tower operator inwhich Vantage Towers has co-control INWIT has a market share of 52 based on number of Macro Sites(Source Company Market Position Assessment) INWIT maintained Vodafone and Telecom Italia as anchortenants both of which engage in active sharing on its Sites and have made new BTS Site commitments totaling2400 Macro Sites

Similarly the commercialization of Cornerstone and the contribution of Vodafonersquos 50 co-controllingshareholding in the company into Vantage Towers gives the Group co-control over the United Kingdomrsquoslargest tower company by number of Macro Sites (Source Company Market Position Assessment) VodafoneUK and Telefoacutenica UK have each entered into long-term MSAs with Cornerstone They have also jointlyagreed to commit as anchor tenants on approximately 1200 new Macro Sites to be constructed by Cornerstoneand approximately 1950 new passive tenancies on existing Macro Sites operated by Cornerstone Cornerstoneis also a preferred supplier of new Sites to each MNO In addition Vodafone UK and Telefoacutenica UK haveActive Sharing Arrangements meaning that Cornerstone is a critical infrastructure provider to two of the topthree MNOs in the United Kingdom

The Group may also consider MampA opportunities that enable it to improve and expand its technologicalcapabilities andor expand into non-core segments with high growth potential Examples of this type of MampAcould include the acquisition of one or more businesses whose technology is complementary to that of VantageTowers such as in fiber Small Cells or private network deployments Over the longer-term the Group mayconsider acquiring Site portfolios in new markets with attractive economic and regulatory dynamics includingin relation to upcoming 5G roll out plans and expanding coverage obligations In these markets the Group willfocus on market leaders with strong anchor tenants to enable the Group to develop leadership positions ideallyunderpinned by Network Sharing Arrangements

169

164 Overview of the Grouprsquos Segments

Vantage Towers operates its business across four segments Germany Spain Greece and Other EuropeanMarkets In addition to these four segments the Group accounts for the results of its equity investments inINWIT and Cornerstone under ldquoShare of results of equity accounted joint venturesrdquo in its income statement

1641 Germany

Vantage Towers is the second largest telecommunications tower company in Germany by number of Sites(Source Company Market Position Assessment) Germany is the Grouprsquos largest market comprising 42 ofthe Grouprsquos Macro Sites and 37 of the Grouprsquos tenancies in its Consolidated Markets as of December 312020

The Grouprsquos Site portfolio in Germany is well-balanced The Sites have capacity to colocate additionaltenants and a significant proportion do not have competitorsrsquo Sites located nearby The Grouprsquos portfoliocomprised approximately 19400 Macro Sites consisting of approximately 4400 GBTs 14700 RTTs and 300Long-Term Mobile Sites as of December 31 2020 The majority of the Grouprsquos GBTs in Germany are locatedin rural and suburban areas while its RTTs are primarily situated in urban areas As of December 31 2020 theGroup had a tenancy ratio of 121x on its Macro Sites driven by its GBTs which had a tenancy ratio of 182xThe Grouprsquos RTT tenancy ratio in Germany as of the same date was lower (103x as of December 31 2020)due to limited commercial focus and historical contractual barriers to sharing RTTs in the German marketrelated to limits on sub-leasing rights as a result of landlordsrsquo preference to contract directly with MNOs Thehigh tenancy ratios on the Grouprsquos GBTs as well as co-location demand from Deutsche Telekom and TelefoacutenicaDeutschland have helped to drive the Grouprsquos overall tenancy ratio in Germany The Grouprsquos Sites in Germanyhave attractive locations based on the Grouprsquos co-tenancy analysis As of December 31 2020 approximately55 of the Grouprsquos Macro Sites in urban areas did not have a competing Site within 150 meters andapproximately 36 of its Macro Sites in rural areas did not have a competing Site with one kilometer Seeldquo1652 Site Portfoliordquo below

Germany is at the center of the growth in demand for the Grouprsquos Sites The Group expects that coverageobligations and densification requirements in the German MNO market coupled with a new entrant will resultin demand for approximately 57000 new tenancies between the twelve months ended March 31 2020 and thetwelve months ending March 31 2030 representing 63 of incremental tenancy growth in the GrouprsquosConsolidated Markets The Group has a strong pipeline of new Sites and tenancies in Germany During the ninemonths ended December 31 2020 the Group added approximately 350 new BTS Sites in Germany As part ofthe Vodafone BTS Commitment Vodafone has agreed to contract for approximately 5500 new BTS Sites fromVantage Towers by March 31 2026 of which approximately 2000 are expected to provide coverage for ldquowhitespotrdquo areas Each Macro Site constructed in a ldquowhite spotrdquo area is expected to support three colocatingMNO tenants with a single fee representative of one anchor fee and one third party fee With Vodafone as ananchor tenant on the remaining 3500 new BTS Sites the Group has a total of 9500 contracted and ldquowhitespotrdquo tenancies comprising 3500 contracted tenancies and 6000 ldquowhite spotrdquo tenancies The Group is alsoVodafonersquos preferred supplier for additional BTS Sites over and above those required pursuant to the VodafoneBTS Commitment In addition the Group believes that its high quality portfolio attractive Site locations and26 market share positions it strongly to compete for a significant portion of the approximately31000 uncontracted PoPs (which Vantage Towers refers to as tenancies) in the market which includeapproximately 19000 additional PoPs from coverage obligations and densification needs and approximately12000 additional PoPs over the next 10 years from 1amp1 Drillisch (Source Analysys Mason) driven bycoverage requirements See ldquo1541 Germanyrdquo for more information on the drivers of demand within theGerman telecommunications market

The Company believes that the low average tenancy ratio on its Macro Sites in Germany provides strongcolocation potential to secure additional tenancies Vantage Towers is also focused on improving the tenancyratio on its RTTs in Germany to capture the sharing potential of these Sites Historically there were strategiccontractual and technical barriers to doing this However the Company believes that this is changing andMNOs in Germany are prepared to share RTTs In order to improve its RTT tenancy ratio the Group intends torenegotiate the contractual terms of its RTT leases where necessary with its landlords with the goal ofremoving the contractual barriers to colocation Vantage Towers also expects to achieve this strategy throughland purchases and RoU arrangements as part of its ground lease optimization program As of September 302020 the Group had the potential to add tenants to approximately 80 of its German RTTs under the terms ofthe applicable leases Additional tenancies on approximately 67 of the Grouprsquos German RTTs wereconditional on landlord approval that the Group can secure through lease renegotiation or land acquisition Onthe technical side the Group has demonstrated its ability to add tenancies to RTTs in other markets such as

170

Spain and Romania and it is confident that it can do so in Germany while complying with applicable EMFregulations

In addition as discussed under ldquo16332 Ambitious Organic Growth Strategy for Anchor and OtherTenanciesrdquo the Company believes there are significant growth opportunities in Germany by expanding its non-MNO customer base and providing fiber backhaul solutions

1642 Spain

Vantage Towers is the second largest telecommunications tower company in Spain by number of Sites(Source Company Market Position Assessment) Spain is the Grouprsquos second largest market comprising 19of the Grouprsquos Macro Sites and 23 of the Grouprsquos tenancies in its Consolidated Markets as of December 312020

The Grouprsquos Site portfolio in Spain is well-balanced has capacity for colocation and has moderate overlapwith the Site portfolios of its competitors The Grouprsquos portfolio of Spanish Sites comprised approximately8800 Macro Sites consisting of approximately 4100 GBTs and 4700 RTTs as of December 31 2020 As ofDecember 31 2020 the Sites were located in both rural and urban areas and had similar tenancy ratios(175x for GBTs and 162x for RTTs) due to a well-established Site sharing model in Spain compared to othermarkets The Grouprsquos overall tenancy ratio in Spain was 168x as of December 31 2020 The tenancy ratio was141x excluding active sharing tenancies demonstrating substantial colocation and upgrade potential VantageTowers Spainrsquos DAS Sites include Sites located in high-footfall venues that may be attractive to MNOs otherthan Vodafone Vantage Towers has a large share of Sites in Spainrsquos major cities positioning it to captureadditional tenancies from MNOs that need to densify their networks to increase the amount of availablecapacity in these areas As of December 31 2020 approximately 32 of the Grouprsquos Macro Sites in urbanareas did not have a competing Site within 150 meters and approximately 20 of its Macro Sites in rural areasdid not have a competing Site within one kilometer

Spain provides the Group with the opportunity for de-risked growth from new network sharing tenancieswith margin upside from Site decommissioning and ground lease optimization The Company believes that it iswell-positioned to secure a portion of the approximately 12000 additional tenancies expected to be required inSpain between the twelve months ended March 31 2020 and the twelve months ending March 31 2030 Of theapproximately 3400 tenancies which are currently contracted the Active Sharing Arrangements on the GrouprsquosSites and the Vodafone BTS Commitment mean that the Group has secured approximately 1100 tenanciesWith a 24 market share based on number of Sites the Company believes that it can effectively compete forthe approximately 8600 uncommitted tenancies (Source Company Market Position Assessment)

The Grouprsquos tenancy ratio in Spain includes tenancies from Active Sharing Arrangements betweenVodafone and Orange meaning that Vantage Towers is a critical infrastructure provider to MNOs with morethan 50 of the market share based on the number of total subscribers (Source Fitch Solutions) In 2019Vodafone and Orange agreed to expand their existing Active Sharing Arrangement to all municipalities withfewer than 175000 inhabitants including equipment supporting 2G 3G 4G and 5G networks Pursuant tothese arrangements each MNO will become an anchor tenant on Sites in red (Vodafone) or orange (Orange)zones of the country and the other MNO will remove its Active Equipment from such Sites with the anchortenant then sharing its Active Equipment The arrangements also designate an exclusion zone comprising citieswith over 175000 inhabitants in which Sites will not be actively shared In connection with thesearrangements Vantage Towers receives fees based on the application of a single portfolio fee to all VantageTowers Sites as opposed to the per Site pricing arrangements used in almost all of the other ConsolidatedMarkets Vantage Towers also receives an active sharing premium on relevant Sites Under this portfolio feestructure one overall fee is charged for all Sites The fee enables a certain number of Sites to bedecommissioned pursuant to Active Sharing Arrangements within the relevant market with no impact onrevenues Vantage Towers believes that it is a natural partner for its anchor tenantsrsquo active tenancy requirementsin the red (Vodafone) zone The Company is also targeting additional tenancies in the exclusion zone where itsSites are well placed to capture demand from densification from other MNOs due to being positioned inattractive locations in urban areas

While Vantage Towers is decommissioning approximately 900 Sites in Spain the Company expects anoffsetting increase of more than 1900 tenancies upon the full implementation of the arrangements resulting inaround 1000 net secured tenancies and an overall increase in revenue over the medium term Vodafone willpay the costs of the Site decommissionings related to the Active Sharing Arrangements Coupled with theground lease optimization program which is being piloted in Spain the Site decommissionings are expected todecrease the Grouprsquos ground lease costs in Spain resulting in higher profit margins

171

In addition as part of the Vodafone BTS Commitment Vodafone has agreed to contract for approximately150 new Macro Sites from Vantage Towers by March 31 2026 resulting in total secured tenancies ofapproximately 1100 when combined with the tenancies secured through the Active Sharing Arrangementbetween Vodafone and Orange Beyond the Vodafone BTS Commitment the Company expects further new Siterequests from Vodafone driven by future coverage obligation and the Grouprsquos preferred supplier status

Alongside its opportunities with existing and new MNO customers the Group is targeting an expansion ofits non-MNO customer base The Vantage Towers commercial team is exploring expansion opportunities withthese customers supported by public tenders to develop PPDR networks in Spainrsquos regions such as the tenderissued by the government of Andalusia promoting the implementation of a Digital Emergency network in theregion See ldquo1534 Demand from Non-MNO Customersrdquo and ldquo1542 Spainrdquo for more information on Spanishtelecommunications market dynamics

1643 Greece

Vantage Towers Greece is the largest telecommunications tower company in Greece by number of Sites(Source Company Market Position Assessment) Greece is the Grouprsquos third largest market comprising 11 ofthe Grouprsquos Macro Sites and 12 of the Grouprsquos tenancies in its Consolidated Markets as of December 312020

The Grouprsquos portfolio is comprised of approximately 4800 Macro Sites as of December 31 2020consisting of approximately 2000 GBTs and 2800 RTTs The majority of the Grouprsquos Macro Sites in Greeceare located in urban and suburban areas As of December 31 2020 the Group had a tenancy ratio of 164x onits Macro Sites driven by its GBTs which had a tenancy ratio of 202x The Grouprsquos RTTs in Greece had atenancy ratio of 137x as of the same date which combined with the fact that the tenancy ratio on its GreekGBTs was 113x when active sharing tenancies were excluded affords potential for future colocations andupgrades across the portfolio The Grouprsquos Sites in Greece also have highly attractive locations based on theGrouprsquos co-tenancy analysis As of December 31 2020 approximately 89 of the Grouprsquos Macro Sites inurban areas did not have a competing Site within 150 meters and almost 74 of its Macro Sites in rural areasdid not have a competing Site with one kilometer

Vantage Towers Greece was acquired on December 22 2020 following the contribution into it of theshares in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo The company is owned 62 by VantageTowers and 38 by Crystal Almond An option to purchase the remaining 38 of Vantage Towers Greece wastriggered on February 24 2021 with the acquisition expected to complete seven calendar days after AdmissionIn conjunction with the combination Vodafone Greece and Wind Hellas committed to new long-term MSAseach with an initial term of eight years and three further eight-year renewal periods on materially the sameterms

Greece offers the Group de-risked growth from the Active Sharing Arrangement between Vodafone Greeceand Wind Hellas which is underpinned by committed demand from these two anchor tenants The Companyexpects growth in Greece to be driven by growing coverage requirements and densification needs VodafoneGreece and Wind Hellas have a 2G and 3G as well as a separate 4G Active Sharing Arrangement in Greececovering rural areas and some urban Sites that was fully implemented in 2020 making Vantage Towers Greecea critical infrastructure provider to two of the three MNOs in the market Under the MSAs Vantage TowersGreece will be the preferred supplier of new towers for Vodafone Greece and Wind Hellas each of which hasagreed to commit as an anchor tenant on 250 new BTS Sites (500 in total) to be built by Vantage TowersGreece over a five-year period from November 17 2020 As a result of its preferred supplier status theCompany believes that it is well positioned in Greece to capture demand from coverage and quality obligationsacross its Site portfolio In addition the Company is targeting potential margin improvements from upgrades toexisting antennas to allow for greater electromagnetic field capacity expansion of its Micro Site portfolio todrive tenancy growth and relocations by Cosmote from decommissioned rural Sites The Company will alsoexplore its ability to lower ground lease costs in Greece which are significantly above the average cost acrossits consolidated Site portfolio

1644 Other European Markets

The Grouprsquos Other European Markets segment includes its operations in Portugal the Czech RepublicHungary Ireland and Romania The Group ranks second in the market by number of Sites in the CzechRepublic Ireland Portugal and Hungary compared to fourth in Romania (Source Company Market PositionAssessment) Across these markets the Group operated a total of approximately 12700 Macro Sites

172

comprising 28 of the Grouprsquos Macro Sites and 28 of the Grouprsquos tenancies in its Consolidated Markets asof December 31 2020

Across its Other European Markets the Group has well-balanced nationwide Site portfolios withsubstantial physical capacity that are underpinned by low tenancy ratios Of the Grouprsquos Macro Sites in OtherEuropean Markets as of December 31 2020 approximately 5500 were GBTs and approximately 7200 wereRTTs These Sites are primarily located in urban areas with GBTs that have generally have higher tenancyratios (168x compared to 115x for RTTs as of December 31 2020) The Grouprsquos overall tenancy ratio inOther European Markets was 138x principally driven by higher numbers of tenants on GBTs in rural areas

In Portugal approximately 65 of the Grouprsquos Site portfolio and over 75 of urban Sites are fiberizedfollowing a fiber initiative that provides a model for the rest of the Grouprsquos markets The Group provides fiberservices on these Sites reselling wholesale fiber capacity from Vodafone The Group believes that thefiberization of these Sites increases their attractiveness as they are better equipped to roll out 5G

In the Czech Republic and Romania the local Vantage Towers and Vodafone companies have entered intoPortfolio Management Agreements and in Hungary Vantage Towers Hungary and Vodafone Hungary haveentered into a passive infrastructure maintenance services agreement These agreements relate to certain Sitesfor which legal ownership did not transfer to the respective Vantage Towers entities in 2020 as a result ofvarious restrictions concerning landowner consent in the case of the Czech Republic and Hungary andimmovable property registration requirements in the case of Romania The Portfolio Management Agreementsare based on the terms of the corresponding Vodafone MSAs and transfer economic ownership of the Sites toVantage Towers without transferring legal title to the Sites The legal title to the majority of the Sites coveredby the Portfolio Management Agreements is expected to be transferred to Vantage Towers during the first halfof 2023 See ldquo1716 Portfolio Management Agreementsrdquo

In Portugal and Romania Vodafone has entered into Active Sharing Arrangements that are expected tosupport the Grouprsquos revenue and Adjusted EBITDA For further information on these arrangements see ldquo169National Sharing Arrangementsrdquo below

The Group has partly secured future tenancy demand in its Other European Markets segment through itsActive Sharing Arrangements and the Vodafone BTS Commitment Between the twelve months endedMarch 31 2020 and the twelve months ending March 31 2030 coverage obligations densification needs andpotential new entrants are expected to require approximately 20000 incremental tenancies of whichapproximately 4000 have been contracted In Portugal and the Czech Republic a significant portion ofexpected demand is anticipated to come from coverage obligations in particular from road coverage A newentrant is also expected to drive demand in Portugal Through its Active Sharing Arrangements and theapproximately 950 new BTS Sites that Vodafone has committed to contract for as part of the Vodafone BTSCommitment the Group has secured approximately 1700 tenancies net of decommissionings related to theActive Sharing Arrangements across its Other European Markets In Other European Markets the Group is alsoable to construct Sites at an average build cost per Site that is significantly lower than its other geographiesand the yearly cost of the roll out of Sites as part of the Vodafone BTS Commitment is expects to decreasethrough the commitment period The Company intends to leverage the strategic location of its Sites and itsmarket positions in the countries comprising its Other European Markets segment to capture a portion of theremaining approximately 16000 tenancies that is equivalent to its market share

1645 INWIT

In Italy the Group owns a 332 shareholding in INWIT Italyrsquos largest telecommunications towercompany (Source Company Market Position Assessment) INWIT provides Passive Infrastructure dedicated tohosting radio transmission equipment telecommunications and the broadcasting of television signals and radioAs of September 30 2020 INWIT managed 22100 Macro Sites on which it had 41000 tenancies andmaintained a tenancy ratio of 185x compared to 22100 40500 and 180x respectively as of March 31 2020and 11200 21800 and 195x respectively as of December 31 2019

On November 5 2020 INWIT publicly announced a revised dividend policy based on a dividend pershare of EUR 030 to be paid in 2021 following the approval of INWITrsquos financial statements for the twelvemonths ended December 31 2020 and an annual 75 increase in dividend per share in the following years ofits three-year plan (2021 to 2023) broadly in line with its forecasted business growth For further informationon the public disclosures of INWIT see ldquo27 INWIT Public Disclosurerdquo

INWIT has operated as a stand-alone tower company since it was carved out of Telecom Italia inMarch 2015 In March 2020 Vodafone contributed its tower portfolio in Italy to INWIT in return for a 375

173

shareholding in INWIT which it later sold down to 332 As part of this transaction Vodafone entered into ashareholders agreement with Telecom Italia providing it with co-control over INWIT On November 19 2020Vodafone contributed its 332 shareholding in INWIT to CTHC and CTHC acceded to the shareholdersrsquoagreement between Vodafone and Telecom Italia For a description of the shareholdersrsquo agreement seeldquo16211 INWIT Shareholdersrsquo Agreementrdquo Vantage Towers and INWIT also share best practices to ensure theyobtain the full benefits of their partnership

In conjunction with the merger Vodafone Italy and Telecom Italia each committed to a new MSA withINWIT which had initial terms of eight years with eight-year renewal periods Under these MSAs INWIT isthe preferred supplier of new towers for Vodafone Italy and Telecom Italia Vodafone Italy and Telecom Italiacommitted to add additional tenancies on INWITrsquos towers over the four years following the mergerFurthermore to facilitate the effective roll out of 5G technology Vodafone Italy and Telecom Italia have eachcommitted as anchor tenants on 2400 Macro Sites to be constructed by INWIT INWIT is targeting thedeployment of these by the end of 2026

Between 2020 and 2026 INWITrsquos new tenancies are expected to be split almost evenly between tenanciesfrom its anchor tenants and those from other customers As of September 30 2020 INWIT had approximately12800 committed new tenancies from Vodafone and Telecom Italia derived from approximately 7900committed new tenancies on existing Sites and approximately 4800 committed new tenancies on approximately2400 committed BTS Sites INWIT expects to add between approximately 12000 and approximately 15000new tenancies from other customers during this period with approximately 8000 to approximately 10000added during between 2020 and 2023 and the remaining approximately 4000 to approximately 5000 addedbetween 2023 and 2026

INWIT is also in the process of setting up a network of DAS Sites that is expected to provide high qualitycoverage in densely populated urban areas like some of Italyrsquos historic centers and other public areas as well asin large enclosed areas like shopping malls concert halls sporting venues and hospitals INWIT is currentlypiloting Small Cells in the main Italian cities with Telecom Italia As of September 30 2020 INWIT estimatedthat it would install approximately 33000 Micro Sites by 2026 (compared to approximately 3400 as ofSeptember 30 2020) split between approximately 24000 DAS and Small Cell Sites and approximately 9000repeater Sites INWIT expects to add approximately 8000 DAS and Small Cell Sites between 2020 and 2023and a further approximately 16000 between 2024 and 2026 The remainder during both periods are expected tobe repeater Sites

In addition to the interconnectedness and quality of the infrastructure the key factors supporting INWITrsquoscompetitive positioning are

bull established relationships with the main MNOs in Italy that recognize the importance of the servicesoffered by INWIT within their own value chains

bull visibility of revenues and significant generation of cash flow guaranteed by long-term contracts thatare renewable upon expiration and characterized by a high renewal rate

bull contracts protected against inflation and

bull technical and managerial know-how through personnel with experience gained over years withinTelecom Italia and Vodafone

INWIT also benefits from a long-term passive and active sharing arrangement between Vodafone andTelecom Italia with active sharing in areas with less than 100000 inhabitants

For information on the Italian telecommunications market see ldquo1549 Italyrdquo

1646 Cornerstone

In the United Kingdom the Group owns a 50 shareholding in Cornerstone which is the largesttelecommunications tower company in the market by number of Macro Sites (Source Company MarketPosition Assessment) operating approximately 14200 Macro Sites as of December 31 2020 The remaining50 shareholding is owned by Telefoacutenica UK Vodafone UK and Telefoacutenica UK are Cornerstonersquos anchortenants and the two MNOs have a network sharing partnership in the United Kingdom providing for nationwidecoverage outside of urban areas making Cornerstone a critical infrastructure provider to two of the UnitedKingdomrsquos leading MNOs by number of mobile subscribers (Source Fitch Solutions) Cornerstone FinancialInformation see ldquo28 Cornerstone Financial Informationrdquo and ldquo10 Unaudited Pro Forma FinancialInformationrdquo For Cornerstonersquos financial outlook see ldquo27 Outlookrdquo

174

Cornerstone operates approximately 14200 Macro Sites of which approximately 3800 are StreetworksCornerstone also provides management services to Vodafone UK and Telefoacutenica UK on approximately 5100third-party Sites where their Active Equipment is deployed As of December 31 2020 77 of CornerstonersquosMacro Sites were GBTs and the remaining 23 were RTTs The tenancy ratio on Cornerstonersquos Macro Siteswas 201x as of the same date with the Macro Sites having sizeable colocation capacity due to significantactive sharing between the anchor tenants The blended average anchor fee on Cornerstonersquos Macro Sites isapproximately GBP 17000 Cornerstonersquos Macro Site portfolio is almost equally split between London urbanand rural areas with Macro Sites deployed nationwide in locations that offer optimal coverage In London andother urban areas 80 of Macro Sites are in attractive locations (ie located at least 150 meters fromcompetitors) The Company expects MNOs to focus on the deployment of 5G technology in these areas in thenear term

In conjunction with the contribution of Vodafonersquos UK shareholding to CTHC each of Vodafone UK andTelefoacutenica UK entered into a new long-term MSA with Cornerstone effective January 1 2021 on materiallyconsistent terms For a description of the MSA between Cornerstone and Vodafone UK see ldquo1713 MSAbetween Cornerstone and Vodafone UKrdquo

Cornerstone is expected to benefit from lower ground lease costs in future years as renegotiations occurunder the ECC Under the code ground lease rental fees which have historically been relatively high in theUnited Kingdom are determined based on the market value of the land for non-telecommunications purposesthereby reducing rents where Sites have low non-telecommunications market values The ECC is intended tolower the network operating and roll out costs of MNOs so as to enable broader cost effective 5G coverageacross the United Kingdom Approximately 65 of Cornerstonersquos portfolio of Sites is eligible for renegotiationunder the ECC The MSAs provide that Cornerstone will retain 30 of the net savings affording additionalcapital to further the roll out of next-generation digital networks in the United Kingdom The Company expectsthat the ECC will also enable Cornerstone to speed up and simplify the roll out of new Macro Sites

Vodafone UK and Telefoacutenica UK have committed to contract for the construction of approximately 1200new Macro Sites by the twelve months ending March 31 2025 and approximately 1950 new passive tenancieson existing Sites operated by Cornerstone by the twelve months ending March 31 2024 in order to facilitatethe effective roll out of 5G technology and meet coverage obligations Approximately 950 of these Macro Sitesand all of the new passive tenancies are expected to result from changes made to the existing Active SharingArrangements between Vodafone UK and Telefoacutenica UK pursuant to which the MNOs will unwind activesharing in London and replace the related active sharing tenancies with physical tenancies In total theCompany expects Cornerstone to have up to 3550 new passive tenancies by the twelve months endingMarch 31 2025 under these commitments

Given the quality and coverage of its infrastructure the Company believes that Cornerstone is well-placedto capture a significant portion of the additional market tenancies required for densification and coverage in theUnited Kingdom Between the 12 months ended March 31 2020 and the 12 months ending March 31 2030the Company expects approximately 12000 new tenancies in the United Kingdom The Company furtherexpects that the ECC will enable Cornerstone to increase the speed and simplify the roll out of new MacroSites See ldquo15410 United Kingdomrdquo for information on the UK telecommunications market

165 The Grouprsquos Site Portfolio

The Group operates a network of approximately 82000 Macro Sites and approximately 7100 Micro Sitesthrough controlling interests in operations in Germany Spain Greece Portugal the Czech Republic RomaniaHungary and Ireland and co-controlling interests in tower infrastructure operators in Italy and the UnitedKingdom The Grouprsquos Sites were selectively built to meet densification and population coverage requirementsand are generally located in areas that are strategic for MNOs

1651 Description of the Grouprsquos Sites

The Grouprsquos Sites are critical for its customers and are low complexity assets with limited capitalexpenditure requirements The Grouprsquos Sites comprise Passive Infrastructure Active Equipment backhaulingsystems and the land on which the infrastructure is located The Group owns manages and operates a fullPassive Infrastructure offering while the Active Equipment on the Site belongs to the Grouprsquos MNO and non-MNO customers Backhauling at the Grouprsquos Sites was generally owned by the Grouprsquos customers at the timeof the Reorganization however going forward the Group intends to expand into building and wholesaling fiberbackhauling on new Sites The Group leases the vast majority of the land on which its Sites are located

175

Passive Infrastructure is an installation comprising a set of different elements located at a Site and used toprovide support to the Active Equipment Passive Infrastructure includes inter alia

bull vertical support structures including masts towers tower foundations substructures and antennasupports (excluding bracketry) civil infrastructure (including steelworks) and related works

bull storage surfaces or shelters

bull access surveillance and security systems safety installations and protective devices

bull cable ducts (including fiber ducts but excluding the fiber inside the ducts) and cable trays

bull power equipment including meters rectifiers permanent power generators (including solar andwind) back-up diesel generators power stations and their batteries and distribution boards and allenergy connectivity cables relating to such equipment

bull cooling and air conditioning equipment

bull units which carry Long-Term Mobile Sites and associated Passive Infrastructure and

bull active or passive DAS used on Macro Sites or in public areas

Vertical support structures for the antennas vary according to the height and technical characteristicsrequired by customersrsquo Active Equipment Vertical support structures typically consist of the following

bull poles which are lower than 12 meters tall

bull towers which are between 12 and 36 meters tall

bull pylons which are between 20 and 40 meters tall

bull masts (lattice structures in an equilateral triangular pattern guyed typically with resistant steel guywires at different levels (ldquoGuyed Towersrdquo)) the height of which varies according to the specifictechnical requirements and

bull special solutions of varying height used to camouflage the antenna system and reduce its visualenvironmental impact

Active Equipment includes the customersrsquo equipment used to receive and transmit the signal of radiomobile and wireless networks including RAN equipment radio frequency and microwave antennae andtelecommunications electronics Backhauling systems connect the Sites and controllers of the mobile accessnetwork The amount of Active Equipment that a Site can accommodate varies depending on factors such asthe location and design of the Site the height of the tower and the wind load weight and positioning of suchantennae The standard configuration for space provided to customers at a Site is defined in terms of (i) floorspace occupied on the Site (ii) weight of remote radio units (iii) antenna positions and antenna size(iv) microwave dish diameter (v) power consumption and (vi) EMF output The amount of Active Equipmentthat may be hosted at a Site also depends on the specifics of the customerrsquos equipment including the numbersize and type of cellular radio and microwave antennae The capacity of a single tower can be increased by Sitemodifications such as tower strengthening and height extensions and by adding further antenna mounting poles

176

The Group is responsible for passive Site construction upgrade and maintenance and for energymanagement services in respect of both the Passive Infrastructure and the Active Equipment The followingdiagram illustrates the Passive and Active Equipment typically located on a Macro Site

Notes(1) Existing fiber to the Site retained by the MNO If fiber-to-the-Site deployment is undertaken by Vantage Towers in the future it will be

owned by Vantage Towers(2) Only owned by Vantage Towers where they have been transferred to the Group as there are some Sites on which Vodafone has

retained ownership

1652 Site Portfolio

As of December 31 2020 the Group had approximately 89100 Sites consisting of approximately82000 Macro Sites and approximately 7100 Micro Sites in its Consolidated Markets and co-controlled jointventures in Italy and the United Kingdom The Group had 47200 Sites across its Consolidated Marketsconsisting of approximately 45700 Macro Sites and 1500 Micro Sites The Macro Sites comprisedapproximately 16000 GBTs 29400 RTTs and 300 Long-Term Mobile Sites The Group is one of the mostgeographically diversified mobile telecommunications tower infrastructure operators in Europe(Source Company Market Position Assessment) The Company believes that the diversity of its Siteportfolio underpins its flexibility to pursue growth opportunities in non-core segments Going forwardexpanding and evolving its portfolio will be at the heart of the Grouprsquos strategy

The Grouprsquos Sites are strategically located across its markets with a strong presence in urban areas As ofDecember 31 2020 37 (37 as of March 31 2020) of Vantage Towersrsquo Sites in its Consolidated Marketswere located in urban areas 18 (19 as of March 31 2020) in sub-urban areas and 44 (44 as ofMarch 31 2020) in rural areas

177

The following table sets out a breakdown of the Grouprsquos Macro Site portfolio by geo-type as ofDecember 31 2020

Number of Macro Sites as of Dec 31 2020Urban(1) Suburban(2) Rural(3)

(lsquo000)Markets by SegmentGermany 61 30 103Spain 27 19 43Greece(4) 17 12 19Other European MarketsPortugal 30 04 00Czech Republic 14 13 12Romania 10 02 11Hungary 07 03 09Ireland 04 03 05

Co-Controlled Joint VenturesItaly(5) NA NA NAUnited Kingdom(6) 23 41 77

Notes

(1) ldquoUrban areasrdquo are defined as areas with more than 100000 inhabitants in Germany Spain and Hungary more than 50000inhabitants in the Czech Republic more than 25000 inhabitants in Romania more than 20000 inhabitants in Ireland and morethan 12000 inhabitants in Portugal In Greece ldquourban areasrdquo are defined as Athens and Thessaloniki Cornerstone categorizesMacro Sites into ldquoLondonrdquo ldquourbanrdquo and ldquoruralrdquo categories ldquoLondonrdquo comprises the City of London and the Greater Londonregion

(2) ldquoSuburban areasrdquo are defined as areas with between 35000 and 100000 inhabitants in Germany between 25000 and 100000inhabitants in Spain between 20000 and 100000 inhabitants in Hungary between 3500 and 12000 inhabitants in Portugalbetween 2000 and 50000 inhabitants in the Czech Republic between 10000 and 25000 inhabitants in Romania and between2000 and 20000 inhabitants in Ireland In Greece ldquosuburban areasrdquo are defined as all cities other than Athens and ThessalonikiCornerstone does not have a ldquosuburbanrdquo geo-type Cornerstone categorizes Macro Sites into ldquoLondonrdquo ldquourbanrdquo and ldquoruralrdquocategories ldquoSuburban areasrdquo are defined as those areas outside of London (as defined above) with over 30000 inhabitants

(3) ldquoRural areasrdquo are defined as areas with less than 35000 inhabitants in Germany less than 25000 inhabitants in Spain less than20000 inhabitants in Hungary less than 10000 inhabitants in Romania less than 3500 inhabitants in Portugal and less than2000 inhabitants in Ireland and the Czech Republic In Greece ldquorural areasrdquo are defined as all areas other than urban orsuburban areas Cornerstone categorizes Macro Sites into ldquoLondonrdquo ldquourbanrdquo and ldquoruralrdquo categories ldquoRural areasrdquo are defined asthose areas outside of London with less than 30000 inhabitants


(5) Reflects 100 of INWITrsquos Macro Sites INWIT does not disclose the geo-type of its Sites


In addition the Grouprsquos Macro Sites have attractive locations that underpin their colocation potential witha significant number of the Grouprsquos Macro Sites being without a nearby competitor The Group uses a processreferred to as ldquoco-tenancyrdquo analysis based on the geographical location of its Sites to predict theldquoattractivenessrdquo of these Sites This analysis maps MNO tenancy needs against the locations of VantageTowersrsquo and its competitorsrsquo Sites This process then identifies attractive Sites based on their proximity tocompetitorsrsquo Sites As of March 31 2020 57 of the Grouprsquos Macro Sites in urban areas excluding those inHungary and Romania were located at least 150 meters from Sites operated by the Grouprsquos competitors 29of suburban Macro Sites and 38 of rural Macro Sites were located at least 600 meters and one kilometerrespectively from Sites operated by the Grouprsquos competitors as of the same date In the case of rural Sitesthere is no alternative infrastructure within 1 kilometer of the Grouprsquos Sites From a commercial perspectivethis means that the Grouprsquos Sites are attractive to MNOs seeking to co-locate as they densify their networks ortarget improvements in rural coverage as well as for new entrants looking to roll out their networks

1653 Types of Sites

The Group operates a high-quality Site portfolio that can be divided into two main categories of SitesMacro Sites and Micro Sites Virtually all of the Grouprsquos Sites are telecommunications Sites with the Grouphaving minimal exposure to broadcasting or other activities

Macro Sites are GBTs (which include Streetworks in the United Kingdom) RTTs or Long-Term MobileSites that contain vertical and non-vertical Passive Infrastructure Macro Sites include transmission Sites which

178

are Sites designed to aggregate backhaul traffic Typically transmission Sites host a high number of microwaveantennas and are connected to the backhaul network through fiber or a high capacity microwave link

bull Ground based towers (GBTs) are towers erected on the ground that are suitable to host PassiveInfrastructure This type of tower is typically located in rural or suburban areas but they may also belocated in urban areas They are usually stronger and more wind-resistant than other types of SitesThe number of antennae that GBTs can accommodate varies depending on the design of the tower itsheight and the wind load weight and positioning of such antennae However generally GBTs havegreater potential to host customers due to greater tower loading space and EMF capacity compared toRTTs GBTs also have space to accommodate transmission equipment in hubs and typically lessground lease restrictions on sharing infrastructure than RTTs GBTs include Streetworks which arecompact and visually discreet monopole masts that are used to provide infill coverage increasedcapacity or general coverage in urban areas as an alternative to RTTs

bull Rooftop Towers (RTTs) are antenna structures including tripods masts installed on faccedilades andGuyed Towers located on various types of buildings or constructions typically on the roof andorroofing pavement RTTs are used especially in densely populated urban and suburban areas takingadvantage of the reduced visualenvironmental impact of the Site and optimizing the occupied spaceRTTs are easier to deploy and have a shorter mast given the height of the building or construction onwhich they are located There are typically higher constraints on sharing infrastructure on RTTs dueto wind load space and EMF constraints however these constraints can be mitigated to increasesharing potential through the addition of new masts increasing the demise on the ground orrenegotiating lease agreements with landlords

bull Long-Term Mobile Sites are transportable Passive Infrastructure units with a vertical element capableof hosting Active Equipment These can be used by Vantage towers to deliver a hosting service whilea new Site is developed or to provide a more long-term hosting solution

Micro Sites are primarily DASindoor Small Cells and outdoor Small Cells as well as a de minimisnumber of outdoor repeaters The majority of the Micro Site portfolio (including INWIT and Cornerstone) islocated in Italy reflecting INWITrsquos focused approach to developing its Micro Site portfolio

bull DASIndoor Small Cells DAS Sites are Sites in a public area that contain DAS wholly owned byVantage Towers DAS consists of a network of spatially distributed antennas connected to a commonsignal source that guarantees the wireless coverage in a specific location typically indoors The signalsource can be generated by an on-site 2G base station or 3G4G5G node or captured off-air via anantenna from a nearby Macro Site and then amplified by an indoor repeater Depending on how thesignal is distributed to the antennas through passive elements and radio frequency cables only andorthrough active elements and optical fiber DAS can be passive active or hybrid DAS arepredominantly located in high footfall areas Similarly indoor Small Cells are low-powered radioaccess nodes typically used to complement macro cells to provide indoor coverage andor capacityIndoor Small Cells are better suited to smaller or lower footfall venues Both DAS and indoor SmallCells are strategically deployed in public areas (eg airports shopping malls stadiums tunnelsoffice buildings stores) to guarantee a strong and high quality of signal indoors

bull Outdoor Small Cell Sites and Outdoor Repeaters Outdoor Small Cell Sites are Sites that containvertical Passive Infrastructure that hosts MNO outdoor Small Cell active radio and transmissionequipment to serve outdoor areas typically in an urban area which cannot be served by or is difficultto serve with Macro Sites Outdoor repeaters are often used in rural environments to providecoverage in a more economic way than by using Macro Sites They contain vertical PassiveInfrastructure that hosts MNO repeater equipment being Active Equipment that receives signalsthrough a donor antenna and retransmits them to extend the signals over longer distances or aroundobstructions

The majority of existing Micro Sites in the Grouprsquos portfolio are outdoor Small Cells and public DASSites Going forward the Company expects the number of its Micro Sites to grow as densification andcoverage needs increase to meet 5G demand As of December 31 2020 79 of the Grouprsquos Micro Sites(excluding Italy and the United Kingdom) were DAS Sites and 16 (excluding Italy and the United Kingdom)were Small Cell Sites

As of December 31 2020 the Group INWIT (as of September 30 2020) and Cornerstone had a total ofapproximately 7100 Micro Sites of which approximately 6 of were located in Germany 6 were located inSpain 6 were located in Greece and 5 were located in Other European Markets 59 were located in Italy

179

and 18 were located in United Kingdom The Group had an average micro tenancy ratio of 135x on MicroSites across its Consolidated Markets as of December 31 2020

166 Services

The Grouprsquos principal business is building and operating telecommunications Sites in order to providespace energy management and related services to customers that in turn provide mobile voice and dataservices to end-users or other businesses The Group also offers comprehensive Site-related operationalservices including Site preparation construction modification maintenance and security services and islooking at providing new services including fiber backhaul solutions Other than in Greece the Group alsooffers optional EMF services and energy management services In Greece the Group offers optional energy-related services (including the provision of temperature regulation services battery back-up capacity and dieselgenerator capacity) The Group provides space on its Sites under a combination of long-term contractualarrangements (eg MSAs framework agreements) and ISAs The long-term contractual arrangements set outthe framework of principal commercial terms that govern the provision of Site space The ISAs are separateand individual agreements (incorporating the provisions of the MSA) that govern the services provided by theGroup on each relevant Site and include Site-specific information (eg location and equipment details)

The primary categories of services that the Group provides are

bull Hosting services The Group offers space on its Passive Infrastructure to customers so that they mayinstall their Active Equipment on the Grouprsquos Sites These spaces include vertical PassiveInfrastructure shelters and rooms to house customersrsquo receiving and transmitting equipment as wellas electric power and connection cables for the connection between customer equipment andantennas The Vodafone MSAs provide for certain parameters to measure the level of service suppliedby the Group and related service credits

bull Electromagnetic field (EMF) management services The Group will facilitate EMF managementservices to ensure that the Site can accommodate standard configuration EMF levels In mostEuropean markets it is typically the responsibility of the MNO to ensure that the EMF utilization oftheir Active Equipment is in line with allocated capacity In Germany Vantage Towers must ensurethere is sufficient EMF capacity for multi-tenant Sites In Greece the Group does not provide EMFmanagement services

bull Built-to-suit (BTS) services The Group also offers the Vodafone Group BTS services relating tothe new build of Sites including design planning electromagnetic emissions analysis acquisitionauthorization and construction according to specific requirements requested by the customer (eglocation tower height) The Group offers technical engineering and administrative financial servicesnecessary to launch a new Site including search and selection of Sites for the Vodafone Group anddetermination of the optimal solution lease contract negotiation and execution with the propertyowner construction planning including technical advice feasibility analysis and final designsconstruction permits management civil works execution and formal and administrative review of thecreation of new Sites The Group has an industrial approach to deploying BTS Sites that is based on ablueprint that provides for efficient deployment to meet time and cost constraints It uses astandardized Site build approach across all of its markets and partners with several PassiveInfrastructure deployment companies in each market The Group then places bulk orders which giveits partners visibility on the Grouprsquos requirements allowing them to ramp up their delivery capabilitiesaccordingly and benefit from scale The overall process to build a new BTS Sites takes between sixand 24 months depending on the market Pursuant to the Vodafone MSAs in the event that theVodafone Group requires a new Site the Group has a right of first offer

bull Other services The Group provides other services to its customers including OampM services andSite modification services OampM services may include (i) reactive maintenance to address anyincidents involving Passive Infrastructure (ii) planned maintenance to maintain the quality andperformance standards of the Passive Infrastructure (iii) general Site maintenance and environmentalmanagement to guarantee Site accessibility and safety (eg maintenance of green spaces pestcontrol etc) (iv) Site access management (v) operational incident management (vi) energymanagement services for Active Equipment (other than in Greece) and (vii) security services such assurveillance of the Sites Except in Spain where the Group contracts directly with vendors the Groupoutsources OampM Services to third-party vendors (or in the case of Romania to Vodafone Romania)pursuant to the Long-Term Services Agreements entered into with members of the Vodafone Groupor in the case of Greece with Victus In each jurisdiction other than Spain and Greece each service

180

is provided under the Long-Term Services Agreements until the expiry of relevant agreements atwhich time the Group intends to negotiate stand-alone OampM contracts directly with third-partyproviders The Long-Term Services Agreements ensure operating continuity and guarantee efficientservice by rolling over maintenance agreements between service providers and the Vodafone Groupand utilizing the additional infrastructure provided by the Vodafone Group This allows the Group toevaluate alternatives and decide whether to continue using the current suppliers or to select others towhom these maintenance activities may be assigned See ldquo1715 Long-Term Services AgreementsrdquoThe Group offers Site modification services to its customers including the installation of additionalActive Equipment the upgrade of Sites to meet configuration requirements modifications to PassiveInfrastructure and the performance of minor Site modifications

bull Fiber and backhaul solutions The provision of fiber and backhaul solutions is an area in whichthe Company believes there is potential for it to grow its business The Company intends to offer todeploy fiber at its non-fiberized Sites and provide fiber services directly to its MNO customers so thatthey may connect their Active Equipment to their core network The Group also intends to offer fiberbackhaul services to its customers pursuant to which it will lease fiber owned by other MNOs andthen provide fiber services to its MNO customers

The Group provides its services in line with agreed levels of performance and quality standards in orderfor its customers to maintain preserve and improve their services

167 Customers

The Group hosts many of the largest MNOs in Europe Approximately 95 of the Grouprsquos revenues comefrom MNOs that largely hold investment grade credit ratings The Grouprsquos largest anchor tenant is VodafoneEuropersquos largest MNO by number of mobile subscribers (Source Fitch Solutions) The Group also hasadditional committed long-term contracts in place with other leading European MNOs (Source FitchSolutions) in each of its markets and has relationships with non-MNOs As of the date of this Prospectus theGrouprsquos existing customer agreements include the Vodafone MSAs and agreements with other MNOs and non-MNOs

1671 The Vodafone Group

The Group provides Site-related services to Vodafone Operators pursuant to the Vodafone MSAs Seeldquo1712 Vodafone MSAsrdquo

1672 Other MNOs

In addition to the Vodafone Group including through INWIT and Cornerstone the Group has long-termcontracts in place with many of the largest MNOs in Europe based on their number of mobile subscribers(Source Fitch Solutions) As of December 31 2020 these MNOs accounted for 27 of the Grouprsquos tenanciesand included Orange Deutsche Telekom Wind Hellas and NOS all of which are also anchor tenants of theGroup except Deutsche Telecom In total the Group manages relationships with over 30 local MNOs across itsmarkets INWIT also has a long-term contract with Telecom Italia and Cornerstone has a long term contractwith Telefoacutenica UK

The MSAs framework agreements and other similar contractual arrangements between the Group and itsother customers contain the commercial terms governing the Grouprsquos provision of Site space and PassiveInfrastructure services The Group seeks to negotiate stable long-term contracts that include certain contractualparameters The resulting MSAs safeguard the Grouprsquos long-term strategy and enable the Group to providecustomers with the desired quality of service with suitable protections at a cost to the customer that is lowerthan the cost of providing the services itself The Grouprsquos contracts with other MNOs have a typical duration ofeight years and the majority include automatic rollover or extension clauses that are either long term or withoutlimitation The annual payments vary depending upon numerous factors such as the number of Sites related tothe contracts Site location and classification (including height) the configuration of equipment on the Site andground space required by the customer

The Group believes that its other MNO customer base reflects the quality of its Passive InfrastructureMNOs are strong customers for tower companies and in the case of the Grouprsquos key MNO customers each ispositioned in the top tier of its respective markets The following table sets out the Grouprsquos key MNOrelationships and the key relationships of its co-controlled joint ventures INWIT and Cornerstone

181

Key MNOs

Markets by Segment

Germany Deutsche Telekom

Telefoacutenica

Spain

TelefoacutenicaOrange

MASMOVIL

Greece Cosmote

Wind Hellas


Portugal MEONOS

Czech Republic

T-Mobile CzechRepublicCETIN

Romania

Orange RomaniaTelekom Romania

Digi

Hungary

Magyar TelekomTelenor

Digi

Ireland Three

eir

Co-Controlled Joint Ventures

Italy Telecom Italia

United Kingdom

TelefoacutenicaEE

Three

1673 Non-MNOs

In addition to its MNO customer base the Group also has a diversified non-MNO customer base thatincludes public entities utility providers enterprise customers and other operators holding licenses for fixedwireless access operating PPDR networks utilities networks enterprise networks private networks IoTnetworks and FWA networks The Group is actively developing relationships with new public and privateoperators in each of its markets and is exploring opportunities such as local operators associates to increase itscustomer base For the twelve months ended March 31 2020 and the nine months ended December 31 2020revenue from non-MNOs represented approximately 5 of revenue from customers other than Vodafone TheCompany believes that it will generate significant growth in non-MNO tenancy ratios by bringing new focusand managerial intensity to this segment of the customer base

As of December 31 2020 the Group had approximately 1600 tenancies occupied by a total ofapproximately 400 unique non-MNO customers compared to approximately 1500 tenancies occupied by over300 unique non-MNO customers as of March 31 2020 As of March 31 2020 approximately 66 of thesetenancies were occupied by operators of PPDR networks principally in Germany Spain Portugal Romaniaand Ireland 17 were occupied by FWA network operators principally in Germany the Czech Republic andIreland 3 were operators of utilitiesenterpriseprivate networks mainly in Germany and Spain 01 wereIoT customers primarily in Romania and 9 were other non-MNO customers primarily located in Portugal

182

the Czech Republic and Ireland Germany represents a key non-MNO market particularly as 700MHz bandspectrum allocated for non-MNOs was deployed and 450MHz band spectrum has recently been awarded to theutilities sector As of December 31 2020 approximately 45 of the Grouprsquos non-MNO portfolio was locatedin Germany Similar non-MNO-focused network development initiatives are being implemented in certain ofthe Grouprsquos other markets creating further opportunities for the Group The Company believes that PPDRutility providers with a need for private networks present the best non-MNO opportunities for the Group withkey opportunities identified to grow revenue in Germany and Spain

Agreements with non-MNOs provide for similar services as the agreements with the MNOs (hostingengineering and maintenance) The consideration and duration of these agreements varies according tocustomer need

168 Tenancies

Excluding DASindoor Small Cell Site tenants the Group hosted approximately 63700 tenancies acrossits Consolidated Markets (approximately 133000 tenancies including INWIT and Cornerstone) as ofDecember 31 2020 compared to approximately 62300 tenancies (approximately 131000 including INWITand Cornerstone) as of March 31 2020 Of the Grouprsquos tenancies across its Consolidated Markets as ofDecember 31 2020 approximately 44700 were Vodafone Group tenancies (approximately 44400 as ofMarch 31 2020) and approximately 19000 were tenancies with other customers (approximately 17900 as ofMarch 31 2020)

The Grouprsquos tenancies and tenancy ratios include physical tenancies and active sharing tenancies Aphysical tenancy is when a customer locates its Active Equipment on a Site while an active sharing tenancy iswhen a customer actively shares its Active Equipment on a Site with a counterparty under an active sharingagreement A tenancy that is actively shared between two MNOs equals two tenancies a physical tenancy andan active sharing tenancy

The following table sets out a breakdown of the Grouprsquos tenancies by segment on a market-by-marketbasis as of the dates indicated

March 31 2020(1) December 31 2020Vodafone

Group Other TotalVodafone

Group Other Total(lsquo000 of Tenancies on the Grouprsquos Macro Sites)

Germany 190 38 229 194 40 234Spain 88 53 141 87 61 148Greece(2) 39 39 79 40 40 79Other European MarketsPortugal 34 07 41 35 07 42Czech Republic 38 04 41 38 04 42Romania 22 23 45 22 23 45Hungary 19 07 27 19 08 27Ireland 12 07 19 12 07 19

Total 444 179 623 447 190 637

Notes(1) Tenancy data as of March 31 2020 is presented as if the Reorganization had completed as of that date(2) Reflects Vantage Towers Greece the combined towers businesses of Vodafone and Wind Hellas on a fully consolidated basis See

ldquo3 Reorganizationrdquo

The parameter representing the degree to which Sites are shared is defined as the Grouprsquos tenancy ratiocalculated as the total number of tenancies (including physical tenancies and active sharing tenancies) on theGrouprsquos Macro Sites divided by the total number of Macro Sites As of December 31 2020 the Group had atenancy ratio of 139x compared to 137x as of March 31 2020 The Group has a broad range of tenancy ratiosacross its portfolio with room for growth The following table sets out a breakdown of the Grouprsquos tenancyratios by market as well as the tenancy ratios of INWIT and Cornerstone as of the dates indicated

183

Macro Site GBT Macro Site RTT Blended(1)

Mar 312020(2)

Dec 312020

Mar 312020(2)

Dec 312020

Mar 312020(2)

Dec 312020

(x)Markets by SegmentGermany 182 182 102 103 120 121Spain 166 175 154 162 160 168Greece(3) 200 202 133 137 161 164Other EuropeanMarketsPortugal 137 138 103 103 121 122Czech Republic 132 132 102 101 109 109Romania 215 216 184 184 201 201Hungary 179 185 111 111 138 141Ireland 201 203 107 108 154 155

Total Other EuropeanMarkets 167 168 115 115 138 138Total ConsolidatedMarkets 175 178 117 119 137 139Co-Controlled JointVenturesItaly(4) NA NA NA NA 180 185(6)United Kingdom(5) 205 205 186 186 201 201

Notes

(1) The blended Macro Site GBT (including Streetworks in the United Kingdom) Macro Site RTT and Long-Term Mobile Site ratios



(4) Reflects 100 of INWITrsquos tenancies on Macro Sites Figures are based on information that has been made publicly available byINWIT

(5) Reflects 100 of Cornerstonersquos tenancies on Macro Sites including Streetworks within the Macro Site GBT ratio

(6) As of September 30 2020

The Group markets colocation space on its Sites to telecommunications providers and drives its revenueand margins by adding additional tenancies to its Sites The Grouprsquos anchor tenant receives an anchor tenantdiscount where an MNO colocates on a Site after the effective date of the respective Vodafone MSA howeveran anchor tenant discount is not applied if the MNO was colocating on the Site at the time of the VodafoneMSA effective date and subsequently installs more Active Equipment or renews its agreement with VantageTowers While the Grouprsquos anchor tenant discount amounts to 15 of the original anchor fee (except in Greecewhere there are no discounts to base service charges and within certain Central and Eastern European marketswhere the discount is lower) the colocation fees charged to new tenants are such that they more than offset anysuch discount resulting in an overall increase in revenue and Adjusted EBITDA for such Site with the majorityof the expected economic benefit of the additional colocation being received by the Group The anchor tenantdiscount does not apply to Vodafonersquos ldquowhite spotrdquo partners sharing on German ldquowhite spotrdquo Sites or toadditional active sharing counterparties on any Site The Group is focused on increasing the tenancy ratios onits RTTs which currently have lower tenancy ratios than its GBTs particularly in certain jurisdictions likeGermany where there has been limited commercial focus and there are contractual limitations on rooftopsharing related to limits on sub-leasing rights due to landlordsrsquo preference to contract directly with MNOsGoing forward the Company expects that densification and coverage obligations will underpin sustainedgrowth in tenancies across the Grouprsquos markets

169 National Sharing Arrangements

National sharing arrangements across most of the Grouprsquos markets provide the Company with significantand highly differentiated visibility on its cash flows The Group believes that its tenancy ratio and businessbenefit from European MNOsrsquo sharing of Passive Infrastructure referred to as ldquopassive sharingrdquo and ActiveEquipment referred to as ldquoactive sharingrdquo MNOs enter into these relationships for a number of reasonsincluding to reduce the time needed to establish network coverage to minimize the investment through costsharing with other MNOs and to rationalize and increase the efficiency of their networks The Grouprsquos Sites

184

with those of INWIT and Cornerstone support Active Sharing Arrangements that are either implemented or inthe process of being implemented between the Vodafone Group and another market-leading MNO in each ofGermany Spain Greece Portugal Romania Italy and the United Kingdom meaning that the Group includingthrough INWIT and Cornerstone represents critical infrastructure for two of the largest MNOs in each of thesemarkets (Source Fitch Solutions) These Active Sharing Arrangements have terms ranging between 10 and32 years and generally provide incremental revenues to the Group as a result of the premiums that are incurredby customers actively sharing on the Grouprsquos Sites except in the case of Germany where active sharing inareas where only one MNO provides coverage does not incur a premium Active sharing also does notgenerally significantly impact the amount of physical space available on the Grouprsquos Sites leaving such spacephysically available for passive sharing The Active Sharing Arrangements entered into by the Vodafone Grouphave contributed to the Grouprsquos high value common infrastructure optimizing its cost base increasing tenancyratios and providing significant protection against the risk of decommissioning as a result of Site consolidation

The following table sets out details of the MNOs that have entered into Active Sharing Arrangements withthe Vodafone Group These Active Sharing Arrangements are currently in the process of being implementedexcept in Greece and Italy where the arrangements are largely or fully implemented

Germany(1) Spain Greece Portugal(2) Romania ItalyUnited

Kingdom

MNO activelysharing withVodafone

DeutscheTelekom Orange Wind Hellas NOS

OrangeRomania

TelecomItalia Telefoacutenica

Scope Regional

(rural areas) National(3) National National National National(4) National

Notes

(1) Subject to further competition approvals Unlikely for MNOs in Germany to actively share across the market beyond gray spotsharing

(2) Network sharing in Portugal to begin in 2021



In Spain Vodafone and Orange agreed in 2019 to expand an existing Active Sharing Arrangement to allmunicipalities with fewer than 175000 inhabitants Pursuant to these arrangements each MNO will become ananchor tenant on Sites in designated zones of the country and the other MNO will remove its Active Equipmentfrom such Sites with the anchor tenant then sharing its Active Equipment The arrangement also designates anexclusion zone comprising cities with over 175000 inhabitants in which Sites will not be actively shared Inconnection with these arrangements Vantage Towers receives fees based on the application of a single portfoliofee to all Vantage Towers Sites as opposed to the per Site pricing arrangements used in almost all of its otherConsolidated Markets

In Greece Vodafone and Wind Hellas have a 2G and 3G (and more recently 4G) Active SharingArrangement covering rural areas and some urban Sites

In Portugal Vodafone and NOS recently entered into Portugalrsquos first Active Sharing Arrangement whichincludes passive sharing on defined Sites Under the arrangements Vodafone is able to permit NOS to install itsActive Equipment on a certain number of Vantage Towers Sites in Portugal Vantage Towers will also apply asingle portfolio fee in Portugal As a result the Active Sharing Arrangement between Vodafone and NOS isexpected to result in an increase in the Grouprsquos revenue and Adjusted EBITDA in Portugal over the near tomedium-term

A radio access network agreement is also in place between Vodafone and Orange in Romania The dealannounced in 2013 is a bilateral agreement covering the sharing of Active Equipment and PassiveInfrastructure As part of the legal separation of the towers business in Romania Vodafone Romaniasubcontracted to Vantage Towers Romania that sub-set of obligations in the agreement that relate to hostingOrangersquos Active Equipment where the hosting occurs at a Site transferred in the phase 1 demerger under termsset out in a schedule to the applicable Vodafone MSA and where the hosting occurs at a Site due to betransferred in the phase 2 demerger under terms set out in a schedule to the Romanian PMA

In Germany Deutsche Telekom and Vodafone signed an agreement in July 2020 (which is subject tocompetition and regulatory approvals) to improve coverage in ldquogray spotrdquo (ie areas in which only one MNOprovides coverage) areas via active sharing of approximately 3600 Sites On January 19 2021 Telefoacutenicaannounced that it had entered into letters of intent (subject to competition and regulatory approvals) with

185

Deutsche Telekom and Vodafone to share their active networks in ldquogray spotsrdquo The collaboration aims tocreate a better mobile experience for customers of both companies both in rural areas and along traffic routesHowever Vantage Towers does not directly benefit from the collaboration

1610 Ground and Rooftop Leases

The vast majority of the Grouprsquos Sites are located on real property that it leases under lease agreementsfrom different types of counterparties including governments and government-owned bodies corporations andindividuals The Group has low landlord concentration with approximately 95 of its Macro Site leaseagreements being with single Site landlords as of December 31 2020 based on dividing the number of singleleases at the date by the total number of the Grouprsquos Macro Sites As of December 31 2020 the Group had atotal of approximately 44200 leases corresponding to approximately 47200 Sites across its portfolio Thisequated to 94 of Sites being subject to paid lease agreements As of the same date 94 of the Grouprsquos leaseagreements were with landlords other than the largest 10 landlords in each of the Grouprsquos markets

The Grouprsquos lease agreements generally follow market-standard provisions that are in some casesnegotiated with landlords As of September 30 2020 the Group had sub-lease rights under 83 of its leaseagreements Under 65 of the Grouprsquos lease agreements including 67 of the Grouprsquos RTT leases inGermany subleasing is only permitted under certain conditions including notice to the landlord landlordconsent andor a price increase Under certain leases the consent of the landlord or renegotiation of the lease isnot required if Vantage Towers subleases to Vodafone-related companies (for which certain leases may alsorequire an additional payment) GBTs typically have lower ground lease costs than RTTs A significant portionof the Grouprsquos ground leases are linked to an inflation index In addition some of the Grouprsquos ground leasesincluding in Germany include adjustment provisions if certain inflation thresholds are crossed The Company isfocused on managing current Site costs at least to inflation and securing new Sites at the lowest possible costhowever the Company anticipates that ground lease costs may increase above historical averages as part of itsexisting BTS commitments The Group is partially protected against increases in rental fees at certain Sites byprovisions in the Vodafone MSAs that pass a portion of rental increases over prescribed thresholds through tothe Vodafone Group Vantage Towers has the ability to proactively renegotiate its leases in order to improvetheir terms It is seeking to do this either by negotiating lease extensions in return for lower pricing oracquiring ground or long-term RoUs

As of December 31 2020 a majority of the Grouprsquos leases had over five years remaining until theymatured providing the Company with visibility on its lease costs The table below shows the number of groundleases expiring based on their maturity date assuming non-renewal as of December 31 2020

Remaining TermsNumber of

leases(1)

(lsquo000)Under five years 20Between five and ten years 8Over ten years 2Rolling(2) 17

Notes

(1) Totals do not include expired lease contracts Expired lease contracts typically continue on a rolling basis until terminated byeither party

(2) Rolling leases are common in Germany Rolling leases are structured as leases without an end date and typically have anexclusionary period of approximately 10 to 15 years during which the lease can only be terminated for cause After theexclusionary period either party may terminate the lease after serving notice Rolling leases include those inside the exclusionaryperiod and those on a rolling basis

1611 Operating Model

The Group maintains an efficient and flexible operating model which combines best-in-class tools andpractices with the Vodafone Grouprsquos scale and systems to deliver synergies and operational excellence throughshared services The following image illustrates the application of the Grouprsquos operating model to the activitiesit performs in support of hosting Active Equipment on its Sites

186

16111 Ground and Rooftop Lease Management

Proactive lease management is a key focus area of the business and the Company believes that it offers anopportunity to optimize the Grouprsquos portfolio and improve its margins The Group has a widespread landlordbase which provides the benefit of diversity but requires an engaged approach to landlord relationships Inorder to coordinate lease management the Group created a dedicated team in each country that oversees itsleases and landlord relationships This team works with external experts to manage leases on a day-to-day basisand is in the process of creating an electronic landlord portal to promote landlord engagement

Ground and rooftop lease costs comprise the Grouprsquos largest expense Since the management team wasestablished the Group has begun to optimize its lease portfolio through the active renegotiation of leases wherepossible and the acquisition of land or long-term RoUs For further details on these initiatives see ldquo16333Best-in-Class Operational Efficiencyrdquo

16112 Energy Management

The Group is able to both procure and manage the energy consumed by the Passive Infrastructure andActive Equipment on its Sites which the Company believes makes it an attractive proposition for its customersEnergy is typically procured for the Group by the VPC The VPC is the main procurement company for theVodafone Group affording it significant expertise and scale within the market As a result the VPC is able topurchase energy at favorable rates Energy is typically sourced from the local grid although the Group isrequired to maintain battery backup energy sources at its Sites under the terms of the Vodafone MSAs TheGroup charges a fixed fee to Vodafone Group companies for energy consumed by the Passive Infrastructure ona Site The fixed fee per Site is subject to review every three years and has an adjustment mechanism if theprice of energy changes Service charges for the energy consumed by Active Equipment are applied on a pass-through basis with reference either to estimated or sampled consumption at the relevant rate or a meteredconsumption

The Group is implementing a number of efficiencies in order to lower its energy consumption and costsAcross its Sites the Group is in the process of upgrading energy technology including by installing smartmeters energy-efficient rectifiers cooling and green solutions such as solar power to make its energyconsumption more efficient In addition the Group is aiming to migrate its energy model onto a fully remotemonitoring and metering system that will use operational insights to provide actual energy demand data acrossthe Grouprsquos markets The information derived from this model will be used both for live monitoring predictiveanalysis of energy consumption and needs and advance purchasing

16113 IT Systems and Tools

The Group currently uses a number of Vodafone Grouprsquos IT systems for operational business andtechnology support under the terms of the Support Agreements at the Group level and the Long-Term ServicesAgreements in the Vantage Towers Consolidated Markets

Vodafonersquos IT infrastructure provides support to the Group in the areas of sales project roll out servicedelivery and OampM as well as in certain business and technology support areas such as finance supply chainhuman resources legal and lease management In addition to Vodafonersquos IT infrastructure Vantage Towers isworking to establish its own core IT infrastructure to support its business functions and the Group has begun toroll out applications that will be dedicated to Vantage Towers going forward

187

The Grouprsquos key digital assets are TIMS the EVO program (ldquoEVOrdquo) and network stock solution (ldquoNSSrdquo)TIMS is a Vantage Towers system that will be wholly owned by the Group It is the Grouprsquos inventorymanagement system in which Vantage Towersrsquo standardized processes are mapped TIMS is an integratedsoftware suite with common data and workflow structure across local tower companies that the Group uses tomanage all end-to-end Group operational processes and workflow on a day-to-day basis The software is highlyconfigurable and integrates with the Grouprsquos other IT systems TIMS compiles all Site-related Group dataincluding Site information project milestones service levels documents (eg leases and agreements) and filesfrom across the markets in a single harmonized software suite TIMS enables the Group to monitor Site KPIsby rapidly synthesizing data and providing dashboard reporting The software can be accessed by the Grouprsquosfield workforce to access and edit Site information in real time and upload Site inspections and audits TIMSalso provides the Grouprsquos customers with access to a customer-friendly data interface via a portal thatfacilitates customer interaction by enabling customers to access the Grouprsquos Site portfolio and to raise servicerequests directly in the portal It also includes a separate landlord portal that provides landlords with anequivalent tailored interface An initial version of TIMS was rolled out to the Grouprsquos markets in July 2020although the full operational capabilities which will include mobile workforce enablement are not expected tobe fully implemented until August 2021

EVO and NSS are both Vodafone programs that are provided to the Group under the Support Agreementsat Group level and the Long-Term Services Agreements on a market by market basis EVO is a VodafoneGroup business transformation program that introduced a common operator model across the finance supplychain and human resources processes NSS is part of Vodafonersquos IT landscape and enables end-to-end visibilityof the Grouprsquos supply chain and procurement The program improves lead times service levels and capitalexpenditure efficiency by delivering greater visibility over materials

Furthermore the Group has rolled out a dedicated CRM solution to support the commercial team in theirlead and account management activities The system is built on a market-leading CRM software product andconfigured to the Grouprsquos specific business model It is highly configurable and integrates with the Grouprsquosother IT systems like TIMS The CRM solution was initially rolled out in October 2020 and is continuouslyupdated with further functionalities

In addition to these programs the Group expects to conduct an initial roll out of Digital Twin in thesecond half of 2021 Digital Twin is a software solution that will provide a 3D digital representation of physicalSites to enable the Group and its customers to perform Site activities remotely The program is expected tosignificantly reduce the need for and cost related to Site visits In addition the solution will enable to theGroup to digitize its Site offering Site design and construction and Site infrastructure operations to furtherincrease operational efficiency and reduce the time-to-market of service delivery

In order to support its colocation and BTS services the Group also expects to deploy customer demandforecasting in 2021 See ldquo16123 Empowered in Driving Growth and Quality of Servicerdquo below

16114 OampM Services

The OampM services that the Group provides are outsourced to third-party vendors through the VPCallowing the Group to benefit from the Vodafone Grouprsquos economies of scale These service providers havepassed through the VPCrsquos rigorous assessment and due diligence processes which include screening againstsanctions lists As of December 31 2020 the VPC had eight OampM contracts in place related to servicesperformed for the Group The majority of these OampM contracts are due to expire in 2021 and 2022 withcertain contracts in Spain and Germany lasting until 2024 and 2026 respectively

The provision of OampM services is conducted under the Long-Term Services Agreements except in Spainwhere the Group contracts directly with vendors and Greece where transitional and long-term OampM fieldservices and certain other related services are provided under service agreements between subsidiaries ofVantage Towers Greece and Victus Other than in relation to Romania (where the services are provided directlyby Vodafone Romania) the OampM services will be provided until the service contracts with individual third-party vendors expire andor are replaced by the Group with stand-alone service contracts (except in Germanywhere OampM services will be provided with a minimum service term intended to provide sufficient time forsuch stand-alone service contract to be entered into) See ldquo1715 Long-Term Services Agreementsrdquo

The Group combines its access to the Vodafone Group with expertise and advanced operational tools inorder to maximize its OampM service offering The Group manages the planning and execution of preventativemaintenance with the support of field level maintenance suppliers Field level maintenance of Sites is providedby a mixture of leading external suppliers Currently field level maintenance for Active Equipment and PassiveInfrastructure is bundled together in some cases On the expiration date of the current service contracts the

188

Group will seek to negotiate field level maintenance contracts that are bespoke for Passive Infrastructure Thetiming of the negotiations will depend on the residual duration of the existing contracts The Company expectsthat in combination with its advanced IT programs (TIMS and Digital Twin) the tailoring of its field levelmaintenance contracts will further optimize its OampM services

The Group utilizes two Vodafone NOCs located in Portugal and Romania to provide 247 monitoring of itsSite portfolio outside of Greece and a Victus NOC for its Sites in Greece ensuring that Passive Infrastructurefaults are promptly identified and actioned The centers monitor key operational processes including Sitepower temperature security heating ventilation and air conditioning fire suppression and infrastructure issuesThe NOCs are integrated with all existing field level maintenance service providers resulting in effectivereactive maintenance dispatching to the field teams The activities conducted in the Grouprsquos NOCs ensure thatthe Group provides its customers with an improving quality of service and high uptime performance

Going forward the Group has established a roadmap to increase digital automation The Company intendsto introduce processes such as remote and predictive maintenance solutions with the goal of furtherstreamlining the business

16115 Procurement

The Grouprsquos procurement function is performed by the VPC under the Procurement Agreements Seeldquo1717 Procurement Agreementsrdquo Key areas of procurement are energy OampM managed services deploymentservices electricity (commodity supply) and lease management In Greece certain procurement and supplychain services are provided or procured by Victus Wind Hellas and Vodafone Greece

The VPC is responsible for Vodafonersquos global procurement and comprises a team of approximately 850supply chain management employees across the Vodafone footprint and approximately 9000 global suppliersranging from start-ups and small businesses to large multinational companies The company strategicallysources the Grouprsquos inventory at a central European level including the equipment required to set up andmanage Passive Infrastructure and to supply Sites with energy The VPC provides the Grouprsquos markets withend-to-end logistics and inventory management and manages demand by combining sourcing for localVodafone operating companies with local Group entities in order to benefit from volume The VPC also sourcescertain services for the Group including OampM services Site deployment services and lease managementservices

The Company believes that the VPCrsquos expertise and scale allow the Group to reduce costs and deliverefficiencies through the procurement process The VPC conducts industry benchmarking to enhance savingsand evaluates local suppliers on an ongoing basis to identify opportunities for improvement It also managessupply contracts in order to leverage opportunities to improve contract terms and reduces risk and enhancescompliance through robust contract management Furthermore the VPC has long-standing ethical procurementpolicies and monitoring practices to ensure a sustainable supply chain Suppliers are required to pass throughcomprehensive qualification and due diligence in areas such as human rights health and safety anti-bribery andwatch list screening

16116 Vodafone Shared Services

The Group receives corporate function support from Vodafone shared services This support comprises HRand finance shared service activities and is provided under the Support Agreements Vodafone shared servicesis a function operating out of a number of Vodafone group entities that focuses on value and business outcomesto drive cost savings The multi-functional multi-location organization includes over 25000 professionals whoadminister a portfolio of services covering various capabilities The Company believes that it can benefit fromthe cost-focused manner in which these services are provided while also working with Vodafone sharedservices to drive automation within the Grouprsquos business

1612 Organizational Design

The Company believes that Vantage Towersrsquo organizational design is in line with that of other companieslisted on the Frankfurt Stock Exchange and appropriate for a company of its size and geographic profile TheGroup aims to deliver its strategy through five key organizational design principles (i) One TowerCo (ii) Fitfor its new purpose (iii) Empowered in driving growth and quality of service (iv) Standardization and(v) Efficient (as described in ldquo1611 Operating Modelrdquo above)

189

16121 One TowerCo

The Group has a well-defined governance structure that has been in place since July 2020 This structurehas fostered a collaborative dynamic and innovative working culture while developing working relationshipsbetween employees at the Grouprsquos headquarters and those in the markets The Group is split between five top-level functions commercial technology finance legal and HR At the market level each market is headed bya local managing director (ldquoMDrdquo) all of whom have been in place since October 2020

161211 Commercial

Commercial is headed by the Grouprsquos chief commercial officer Sonia Hernandez and comprises a teamwho have extensive experience in business development The commercial team is dedicated to growingdeveloping and transforming the business to increase revenue and deliver shareholder value It is designed to belean and centralized in order to facilitate more efficient alignment across the markets focus on the Groupstrategy and product portfolio and ensure an efficient objective-driven approach Commercial sales activitiesare based in Germany but are also located in the other markets Local sales experts in each of the markets areresponsible for building a strong pipeline of opportunities with both existing and new customers Businessdevelopment and direct sales are led out of teams in each market with two regional commercial market headslocated in Germany and Spain respectively each of which have over 20 years of industry experience

Commercial is responsible for

bull Commercial strategy and business development Leading on commercial and pricing strategy todeliver growth and sustainable earnings and developing and creating new business opportunities toboost organic growth opportunities

bull Product development New product strategy identifying revenue streams from technologyoptimization product portfolio expansion and innovation pre-sales support and predictingcustomer demand to minimize time and cost required to meet customer needs

bull Marketing amp brand communications and sustainability

bull Market intelligence Using market analysis to identify business gaps and opportunities to informGroup strategy the business plan and mergers and acquisitions

bull Joint ventures portfolio Ensuring quality of service and maximizing value in the Grouprsquos equityinvestments

161212 Technology

Technology is led by Joseacute Rivera the Grouprsquos chief technology officer The team is comprised ofexperienced experts in both Passive Infrastructure which are focused on planning building and operating theGrouprsquos Passive Infrastructure and IT

Technology is responsible for the following infrastructure-related responsibilities

bull Infrastructure operations Defining product strategy and standard processes including TIMS andidentifying and agreeing preferred suppliers

bull Energy management Defining energy and equipment strategy and developing energy procurementstrategy

bull Quality and performance assurance Assessing the marketsrsquo compliance with Company-definedprocesses and practices defining operational best practice and interfacing with the NOCs

bull Health amp safety Defining Group-wide health and safety policies and processes and monitoring andassessing health and safety compliance

bull Technology strategy Developing opportunities with the chief commercial officer and definingmedium- to long-term strategy to drive revenue growth Streamline processes and develop cleardirections to implement technology and digital culture

Technology is also responsible for the Grouprsquos in-house IT organization and promoting a state-of-the-artIT platform This includes

bull IT architecture Developing documenting and maintaining the overall IT architecture of the Groupincluding IT strategy and roadmap and acting as technical liaison with the Vodafone Group

190

bull Digital incubation and data analytics Driving digitalization by prototyping emerging IT technologiesand using digital data to create efficiencies and digitizing the core of the Group to obtaincomprehensive and real-time views of infrastructure

bull Service delivery IT service delivery and enterprise-to-enterprise lifecycle management of all Group-owned IT systems

bull IT portfolio management Project portfolio management monitoring and reporting of IT KPIs andmanagement of suppliers including IT services provided under the Long-Term Services Agreementsand the Support Agreements

bull IT security IT security and compliance with data regulations

161213 Finance

Thomas Reisten the Grouprsquos chief financial officer is responsible for the Grouprsquos finance function Afterreceiving support during the transition from Vodafone the finance team is fully established with its owntreasury investor relations and internal audit capabilities

Finance is responsible for

bull Financial planning and analysis and decision support Planning budgeting performance analysis andVodafone MSA support

bull Corporate finance treasury and tax Tax strategy and planning capital management and cashmanagement

bull Financial control and reporting Financial planning control and optimization interfacing withVodafonersquos shared services center investor relations and external reporting in compliance with listedcompany obligations

bull Business intelligence and financial transformation

bull Supply chain management

bull Internal audit Developing risk-based audit plan delivering the audit plan tracking managementactions and reporting to the Supervisory Boardrsquos audit committee (the ldquoAudit Committeerdquo) andmanaging Vantage Towersrsquo risk management framework

161214 Legal

The Grouprsquos Legal function is headed by Christian Sommer The team includes a centralized contractsteam a commercial legal team to engage with other customers as well as key infrastructure suppliers andexternal affairs capabilities to deal with the changing regulatory landscape

Legal is responsible for

bull Commercial and supply chain management support General corporate commercial legal supportincluding support of Site acquisitions building permissions and decommissionings and litigationcontracts dispute support

bull Corporate security Business continuity and disaster recovery

bull General counsel and company secretary support Supervisory Board Management Board andshareholder meetings supporting compliance with corporate governance requirements andmaintaining share capital records

bull Compliance Defining regulatory priorities providing regulatory and governance advice and oversightand establishing and maintaining the data protection framework

bull External affairs Engaging with regulators and policy makers

161215 HR

The HR function is led by Nikolaus Rama the Grouprsquos HR director

HR is responsible for

bull Talent strategy Setting a people agenda for the business that is aligned with the Grouprsquos businessobjectives

191

bull Reward strategy Establishing an independent and focused reward strategy to drive the achievementof Vantage Towersrsquo strategy

bull Resourcing strategy Ensuring a diverse mix of talent through recruiting and on-boarding

bull Labor relations Managing unions and employee relations across markets

bull Learning and development Setting detailed learning plans based on the requirements of theinfrastructure organization and building technical and leadership expertise to support Vantage Towersrsquostrategy

Transactional and administrative HR activities such as the learning and development platform HR ITsystems and payroll are outsourced to the Vodafone Group under the Long-Term Services Agreements

16122 Fit for its New Purpose

The Company is an agile business-to-business asset management-focused tower company with strong corecapabilities from business-to-business relationships to proactive account management across its operations TheGroup has reduced the number of layers in the organization to enable efficient decision-making and hasestablished shorter project review cycles to foster streamlined execution In support of this the Group has alean employee structure that the Company believes is well-distributed both geographically and functionally tosupport the Grouprsquos medium term growth For a breakdown of the Grouprsquos employees by geography andfunction see ldquo16131 Employee and Contractor Statisticsrdquo below Over 47 of the Grouprsquos full timeemployees are based in Germany with Spain and Greece accounting for a further 12 and 1 respectivelyand smaller numbers of employees based across the countries in the Grouprsquos Other European Markets segmentAs of December 31 2020 61 of these full time employees were part of the technology function the teamfocused on planning building and operating the Grouprsquos Passive Infrastructure

16123 Empowered in Driving Growth and Quality of Service

As a stand-alone tower company the Group has a proactive approach both to identifying customer Siteneeds in new business development and to lease management The Grouprsquos MDs are empowered to delivergrowth and operational targets and the markets have the freedom to pursue new business and uplifts in theirtenancy ratios Prior to the Reorganization the Towers Business did not have a designated commercial team todrive colocations on its Sites The Towers Business assessed Site colocation requests on a reactive basis oftenwith a reciprocal access component and supported Vodafone in making colocation requests on the towers ofother MNOs The Towers Business was not involved with Site forecasting because Vodafonersquos internationalnetwork and radio planning team is responsible for the Vodafone Grouprsquos hosting requirements As anindependent mobile telecommunications tower infrastructure operator the Company is incentivized to drivenon-Vodafone tenancies The Group has a dedicated function to increase tenancy growth with incentives linkedto performance against the business plan

The commercial team is responsible for leading business development by maximizing colocationopportunities predicting customer Site requirements using market intelligence and geo-analysis new productdevelopment and pre-sales support Just over half of the team is made up of local on the ground experts whoare supported by the central team All of the members of the commercial team have chief executive officer andchief technology officer-level relationships that they have brought to Vantage Towers The team has four keystrategic objectives for promoting business expansion (i) delivering a commercial and pricing strategy thatsupports growth and sustainable earnings (ie Growing) (ii) creating new business opportunities to boostorganic growth (ie Developing) (iii) expanding the perimeter of products and solutions for customers beyondthe Grouprsquos core assets (ie Transforming) and (iv) employing effective marketing to demonstrate the benefitsof the Grouprsquos products and solutions to existing and new customers (ie Communicating) During the ninemonths ended December 31 2020 the addition of approximately 1400 net tenancies was driven by thededicated commercial team

The commercial team is supported by the Grouprsquos CRM tool an initial version of which has been rolledout to actively manage its leads and customers In 2021 the Group expects to deploy geo-analysis software tosupport customer demand forecasting and indoor radio planning tools to support the sales process enabling amore proactive sales approach faster time-to-market and lower deployment costs Similarly within theVodafone Group the management of Site ground leases and landlords was not a priority of the wider businessThe Group believes that lease management is a tool through which it can improve its margins As discussedabove it maintains a dedicated lease management team that is actively engaging with landlords to reduce costsby renegotiating priority leases See ldquo16111 Ground and Rooftop Lease Managementrdquo

192

16124 Standardization

The Group is standardizing its operational processes to support the efficient delivery of its services In thecase of each Consolidated Market country blueprints are tailored for the opportunities and practices of therespective market in order to maximize their impact As part of its standardization principle the Group hasadopted a systematic approach to portfolio OampM and BTS deployment In OampM the Group uses VodafonersquosNOCs to monitor its Site portfolio and deliver consistent high quality OampM services Similarly upon theexpiry of the third-party service provider contracts to the extent necessary the Group will seek to split outPassive Infrastructure services from active services in order to streamline the services across its portfolio Inbuilt-to-suit the Group has set out a blueprint process to allow for the efficient deployment of its BTS SitesThe Group has developed standard Site models that it refines based on the requirements of its customers Usingthese models the Group partners with Site construction and deployment providers that it selects based on theirability to industrialize the tower construction process with components costed using Vodafonersquos Design2Costmodelling which uses machine learning to cost each element of a process on its most granular level enablingthe purchaser to generate savings through efficient costing

1613 Employees and Contractors

16131 Employee and Contractor Statistics

For the period ended March 31 2019 the Company (named Blitz D19-410 GmbH at that time) was ashelf company and did not have employees For the twelve months ended March 31 2020 the Company(named Vodafone Towers Germany GmbH at that time) did not have any operations and accordingly did nothave any employees

As of December 31 2020 the Group employed 278 full time employees The following tables set outbreakdowns of the Grouprsquos employees by geography and function respectively

As ofSeptember 30

2020

As ofDecember 31

2020

Germany 97(1) 131(2)

Spain 28 34Greece(3) 5 14Other European Markets Portugal 12 19Czech Republic 24 27Romania 15 18Hungary 15 20Ireland 12 15

Total Other European Markets 78 99Total(4) 208 278

Notes





193

As ofSeptember 30

2020

As ofDecember 31

2020

Technology 132 169Finance 40 61Legal 13 20Commercial 12 12CEOMDs 7 10HR 4 6Total(1) 208 278

Note


As of the date of this Prospectus the total number of the Grouprsquos full time employees was 322 (excluding74 employees at Victus)

The Group also works with contractors under third-party and OampM field services contracts that aretypically negotiated and entered into by the VPC

16132 Trade Unions and Collective Bargaining

In Germany and Spain collective agreements with trade unions and works council agreements applicableat Vodafone continue to apply in relation to employees that have transferred from Vodafone in Germany orSpain to Vantage Towers Germany or Vantage Towers Spain respectively The applicable collective bargainingagreements cover various basic terms and conditions of employment and deal with or include provisions onamong other things remuneration working time employee benefits and allowances restrictions with regard todismissals obligations to offer employment to apprentices and training processes

In Germany an employee works council has been established The work council has numerous informationand consultation rights relating to personnel social and economic matters especially with regard to dismissalscompensation and benefits and in case of restructurings or redundancies Employees are not represented on theSupervisory Board

Vodafone has strong union relationships across the markets in which Vantage Towers operates and theGroup intends to continue these relationships going forward

Good relationships with its employees are especially important to the Group and the Group believes that itgenerally has good and constructive relationships with its employees their trade unions and representativebodies

16133 Pension Plans and Retirement

In Germany the Company operates various defined benefit plans Vodafone Pensionsplan FuumlhrungskraumlfteVodafone Pensionsplan Mitarbeiter and three closed legacy plans These pension plans provide for old-agedisability and death benefits

The employees who transferred to the Company from Vodafone Germany as well as new hires generallyparticipate in either the Vodafone Pensionsplan Fuumlhrungskraumlfte or the Vodafone Pensionsplan Mitarbeiterdepending on their hierarchical level

Two of the legacy plans are funded through reinsurances and are carried out via a support fund for whichthe Company applied to become a member The other defined benefit plans including the other legacy plan(Altersversorgung durch aufgeschobene Verguumltung) are partially funded through plan assets held in acontractual trust arrangement which was set up by the Company and acts as pension trust (Vodafone PensionTrust e V) This contractual trust arrangement has been funded with assets that had a fair value ofapproximately EUR 3 million as at December 31 2020 Due to market volatility the fair value of these assets issubject to change

In addition the following defined contribution plans are in place in other jurisdictions ldquoJointly promotedpensions plan applicable to the Vodafone Group (including TowerCo Spain)rdquo in Spain ldquoDefined ContributionPlan Pension Schemerdquo in Portugal and ldquoIrish Life Empower Master Trustrdquo in Ireland

194

16134 Employee Share Plan

The Company is considering the implementation of an employee share plan which may include the grantof share awards or the grant of options to acquire shares in each case with potentially varying vesting periodsThe Company will continue to consider the commercial terms of such a share plan before it is implemented

1614 Real Property

As of December 31 2020 the Group owned 1 of its Sites The Group directly leased a further 94 ofits Sites as well as its office buildings including its headquarters in Duumlsseldorf Germany and its facilities ineach of its markets The remaining 5 of the Grouprsquos Sites were operated under lease arrangements coveringmultiple Sites or with one-time or unspecified cost arrangements

These premises are used in whole or in part by Group companies Lease payments and service feespayable under the relevant lease agreements are on an armrsquos length basis

1615 Intellectual Property

While intellectual property is an essential part of the Grouprsquos business and intellectual property assets arein the aggregate of material importance to the Grouprsquos business the Group believes that no single IP asset ismaterial to its business as a whole

16151 Patents and Know-How

Vodafone owns a small number of patent rights that are necessary for the Group to conduct certain limitedaspects of its business The Group possesses confidential know-how

16152 Trademarks

The Group owns all of the trademarks that it uses in the course of its business As of December 31 2020the Group owned six trademark registrations

1616 Legal Proceedings

The Group is party to legal proceedings from time to time arising in the ordinary course of businessDuring the twelve months prior to the date of this Prospectus there were no governmental legal or arbitrationproceedings (including any such proceedings which are pending or threatened of which the Company is aware)which may have or have had in the recent past significant effects on the Companyrsquos or the Grouprsquos financialposition or profitability

1617 Insurance

The Group believes that the Company and its subsidiaries have insurance protection to the extentcustomary in the industry The Group is insured under global group insurance policies held by Vodafoneincluding third-party (product) liability property damage and business interruption The Group also expects tohave directors and officers liability insurance in place at Admission In addition the Group has put in placeadditional insurance policies typical of a German public company

1618 Compliance and Risk Management

The Group has compliance and risk management systems in place to observe all applicable legalregulations on an ongoing and sustainable basis The Group continuously seeks to reduce the likelihood andorpotential impact of the various risks to which it is exposed Therefore the Group has implemented acompliance system which includes inter alia anti-corruption anti-money laundering antitrust regulations anddata protection in order to prevent detect and respond to potential violations The Grouprsquos risk managementsystem operates Group-wide and is a fundamental part of its corporate governance system

16181 Compliance

Maintaining high standards of compliance with the Grouprsquos statutory and regulatory obligations informsGroup decision-making sets the tone for company culture and instills values across the Group Compliancecreates the framework for the Grouprsquos business actions and serves to safeguard the Grouprsquos long-term businesssuccess As part of Vodafone Vantage Towers is integrated into Vodafonersquos compliance system whichamongst other obligations is required to comply with the US Sarbanes-Oxley Act of 2002 (ldquoSOXrdquo) While

195

SOX controls do not necessarily cover all Group operations due to the relative size of the business withinVodafone in this context the Group maintains its own compliance management system the key features ofwhich are based on the system developed by Vodafone

The Grouprsquos compliance program is closely interlinked with risk management and with the Grouprsquos andVodafonersquos internal control systems In this way Vantage Towers ensures that compliance is an integralcomponent of each business process Antitrust law and corruption prevention training programs are carried outby compliance officers as well as compliance advice given on business transactions and processes In thetraining programs employees are informed about compliance requirements risks and possible sanctions Therequirements are based on law and Group-wide policies and serve to implement international standardsVantage Towers keeps all of its employees informed about compliance measures and new developmentsthrough training intranet and various forms of communication adapted to target groups and content The Groupprovides compliance support on important business transactions for instance in connection with major projectsacquisitions or the engagement of intermediaries The Grouprsquos compliance officers also advise the operatingunits on integrating compliance into their business processes Vantage Towers regularly reviews criticalbusiness operations based on a risk-oriented structured audit process Anti-money laundering screenings ofhigh-risk payments are carried out when red flags are raised An additional element is the identification ofcompliance risks through the Grouprsquos whistleblowing system Alongside the options of directly contacting asupervisor or the compliance department this system provides employees with a further channel for reportingpossible infringements of laws or policies without revealing their identity The Group investigates all reports oflegal violations Any violations identified are sanctioned as necessary regardless of the name and function ofthe person involved

The Grouprsquos legal function led by the general counsel and company secretary is responsible for ensuringstatutory and regulatory compliance Substantive compliance responsibility in these areas remains with thecompetent corporate functions and business units

1619 Risk Management

The Grouprsquos risk strategy is focused on supporting management in pursuit of strategic and operationalobjectives whilst safeguarding the critical assets of the business The Grouprsquos business success requiresopportunities to be recognized and associated risk to be identified and suitably managed in line with theGrouprsquos appetite for risk The Grouprsquos risk strategy dictates that business risks should be entered intoconsciously and responsibly and managed proactively by all employees The Group based its risk managementapproach on Vodafonersquos risk management global framework (the ldquoRisk Management Frameworkrdquo) and thepolicy compliance framework (the ldquoPolicy Compliance Frameworkrdquo) The Risk Management Framework isan end-to-end risk management process designed to ensure a consistent approach across the Group It coversthe identification measurement management assurance and reporting of the Grouprsquos principal and localpriority risks and also establishes the risk management governance structure The Policy ComplianceFramework describes how controls and assurance are applied within all risk areas that are mitigated by policyand highlights additional principles on culture learning and communications to ensure a set of shared valuesand beliefs amongst employees

The effectiveness of risk management is assessed through a coordinated systemic three-lines of defenseapproach consisting of (i) risk ownership and management typically undertaken by business operations(ii) risk monitoring and functional oversight typically undertaken by the Grouprsquos oversight bodies andspecialist functions and (iii) independent challenge and assurance typically undertaken by the Grouprsquos internalaudit function external auditors and other independent assurance providers The purpose of this approach is tointegrate activities across all three lines of defense to ensure that mitigations are in place and operatingeffectively and to provide line of sight to management on the status of the current risk profile

The design of various risk management instruments ensures that the sub-processes are integrated in acontinuous risk management loop and all relevant individuals andor management teams are involvedappropriately in the risk management process Methods and tools to identify assess control and report risks areimplemented throughout the Group and are continually improved The Grouprsquos main focus in using riskmanagement instruments is to assess possible deviations in a broad range of non-financial risk indicators inaddition to the Grouprsquos key financial performance indicators

To record relevant event risks in a structured way in specific areas of responsibility all Group companiesuse Riskonnect an IT platform to report their line of sight reports and risk action plans on an annual basisThe regular reporting and updating of risks at the local level ensures that risk awareness remains highthroughout the Group Risks already recognized in the form of balance sheet provisions are also the subject of

196

standardized analyses and risk reporting ensuring systematic control of these risks as well Ad hoc risks arecommunicated immediately to the risk management officers and are also documented via the establishedreporting channels

Risks are also further evaluated by the Audit Committee on a regular basis (for further details regardingthe Audit Committee see ldquo22331 Audit Risk and Compliance Committeerdquo) These standardized riskmanagement processes ensure that the Management Board and Supervisory Board are informed promptly andin a structured way about the Grouprsquos current risk situation However despite comprehensive risk analysis theoccurrence of risks cannot be systematically ruled out Risk transfer to insurers is handled centrally byVodafone Grouprsquos insurance department Binding standards are in place for all Group companies to keep riskprevention at a sustainable and appropriate level Such standards are updated as required

1620 Environmental Social and Governance

The Grouprsquos ESG agenda is a core component of the People and Planet aspects of its strategy and seeks toleverage the Vodafone Grouprsquos leadership on ESG issues

16201 Environment

The Grouprsquos strong network is an enabler for a sustainable digital society The Company believes that byreducing the emissions and carbon consumption of its Site footprint it can drive decarbonization across relatedcommercial sectors The Group has implemented a number of energy initiatives to decrease its carbon footprintand improve the efficiency of its energy use The Group is aiming to increase the power usage effectiveness ofthe computing equipment in its data centers to below 126 by 2023 by improving power supply and coolingsystem efficiency by 15 compared to 2020 The Group is also targeting the installation of energy meters on80 of its Sites by 2023 In line with its systematic approach to the continual improvement of energyperformance and security across its operations the Group has also committed to implementing ISO 50001 in allof its Consolidated Markets by 2023

The Group is in the process of piloting green technologies on its Sites in order to reduce its reliance onnon-renewable energy Wind turbines and solar panels have been deployed on certain Sites In Germany sets ofmicro wind turbines are planned to be rolled out to 300 Sites In Spain approximately 50 Sites are equippedwith generator hybrid systems solar panels and accumulators The Company hopes that by deploying solarpanels on its Sites it may be able to use them to power rural Sites with no power supply without having to linkthem to the energy grid

The Company also endeavors to advance its environmental plan through an emphasis on sustainability inits supply chain energy purchasing and infrastructure In its supply chain the Group is leveraging the VPCrsquosexpertise and policies in order to carry out ethical procurement and monitoring policies in line with those usedby the Vodafone Group These efforts are supported by key partners that verify supply chain conditions andsuppliers using systems like blockchain To support sustainable energy purchasing VPC and the Group sourcerenewable electricity via the on-site renewable solutions discussed above power purchasing agreementsnegotiated by VPC and renewable electricity tariffs By the second half of 2021 the Group is targeting 100of its energy coming from renewable sources

Another aspect of the Grouprsquos environmental strategy is its emphasis on reusing its Passive InfrastructureThe Group has a market leading network equipment reuse program In the twelve months ended March 312020 999 of network waste was sent for reuse and recycling During the same year the program savedapproximately 63 compared to buying infrastructure new By 2025 the Group expects that all of itsredundant network equipment will be reused resold or recycled

16202 Social

The goal of the Grouprsquos social agenda is to build and develop an engaged and diverse Vantage Towersteam within a lean and flat Group organization The Company seeks to cultivate a distinctive culture through anemphasis on open employee dialogue empowering leaders a borderless mindset a focus on growthopportunities for its people a lsquoBigrsquo and lsquoSmallrsquo ethos that leverages the scale of the Vodafone Group and astart-up mentality

The Group was designed from the bottom up to create a specialist fit-for-purpose tower company throughits technology (including infrastructure) commercial and enabling functions Technology was carved out fromthe Vodafone Grouprsquos technology organization retaining key expertise that will help enable the Grouprsquos visionof powering Europersquos digital transformation The commercial function is dedicated to growing developing and

197

transforming the business while the enabling functions comprise specialist expertise in finance legal IT andHR that is supported by the Vodafone Grouprsquos scale and knowledge through the Long-Term ServicesAgreements

The Company aims to build a diverse workforce with the optimal mix of talent while fostering aninclusive transparent and collaborative approach to business As of December 31 2020 66 of the Grouprsquosemployees were men and 34 were women The Group is driven to increase its gender diversity and aims tomaintain a ratio of at least 30 female employees The Group has also launched a recruitment campaign tofurther grow the Grouprsquos employee base The campaign has attracted a diverse range of high-quality candidatesboth from the Vodafone Group and third parties As of December 31 2020 70 of the Grouprsquos employeescame from the Vodafone Group and 30 were recruited externally

The Group supports and develops its workforce through training and learning activities It also offersleadership development support in order to enable its managers to operate with speed and accountability todeliver the Grouprsquos growth initiatives The Group benefits from its ability to use the Vodafone Grouprsquos learningand development infrastructure while it develops its own content The Vodafone Group operates VodafoneUniversity and the Vodafone Technology Academy which are global learning paths that support the targeteddevelopment of skills within a clear framework and supply business critical training with pre-qualificationcriteria The programs are part of a newly developed learning portal that consolidates over 20 Vodafonelearning Sites for cross function learning They are updated as new programs and nano degrees are createdVodafone University offers a number of courses including courses on automation and development cloudcomputing analytics cyber security and coding All Group employees have access to the portal and as Groupdevelops its own tower company-specific training courses they will be uploaded to the portal In addition tothese learning and development activities the Group supports its workforce by providing them with highquality systems and tools including TIMS Digital Twin and business development applications The Companybelieves that its lean organizational model allows it to quickly adapt to changing market trends and buildcapabilities required to deliver on its strategic objectives

16203 Health and Safety

Health and safety are at the center of the Grouprsquos operating model The Grouprsquos health and safetyframework focuses on four areas (i) construction (ii) inspections (iii) operations and (iv) maintenance In itsconstruction activities the Group focuses on safety by design and testing Regular audits and inspections arecarried out to determine compliance with safety standards and periodic inspections using a specialized companyare also carried out to identify any tower issues In operations the Group carries out periodic health and safetyfield monitoring and supervision The Group maintains a robust Site maintenance program to ensure the safetyand functionality of its Sites These maintenance activities focus on ensuring safe access to infrastructure byemployees and suppliers

The Grouprsquos commitment to safety does not differentiate between its own employees and its contractorswith all personnel expected to comply with the Grouprsquos ldquoAbsolute Rulesrdquo on safety which are focused on risksthat present the greatest potential for harm Vantage Towers has robust supervision systems in place supportedby digital software that enables it to monitor compliance on a continuous basis The Group maintains aconsequence management system and employees or contractors who repeatedly fail to observe the ldquoAbsoluteRulesrdquo are excluded from involvement in the Grouprsquos business Whenever accidents occur it is the Grouprsquospolicy to perform a full investigation of the cause with suggestions as to appropriate remedial measures In theevent of a fatality all related work must cease and only recommence with appropriate authorization Over thepast three financial years there have not been any fatalities related to the Towers Business The Group willcontinue to put health and safety at the center of its business and aims to maintain its safety record as a stand-alone company going forward

The Group has implemented an ISO integrated management system defining global minimum standardsand requirements according to internationally recognized standards such as ISO 27001 (information security)ISO 22301 (business continuity management) and ISO 5000 (energy management) The Group may reevaluatethe ISO integrated management strategy and identify additional ISO certificates to be implemented goingforward

The Group also offers an employee wellbeing framework which aims to encourage employeesrsquo access tohealth and wellbeing information

198

16204 Governance

The Company has implemented a strong governance framework that it believes enables the Group tooperate with significant independence and supports high standards of compliance As with other aspects ofESG in governance the Group benefits from the Vodafone Grouprsquos leadership in compliance with governancerules and standards For information on the Grouprsquos board and senior management composition and structuresee ldquo20 General Information on the Grouprdquo and ldquo22 Governing Bodiesrdquo

1621 Material Agreements

Other than as set out below neither the Company nor any member of the Group is a party to a materialagreement not entered into in the ordinary course of business


On November 19 2020 CTHC acceded to the shareholders agreement between Telecom Italia Daphne 3SpA (ldquoTelecom Italia SPVrdquo) and VEBV dated March 25 2020 and as amended on April 22 2020 andJune 24 2020 (the ldquoINWIT Shareholdersrsquo Agreementrdquo) The INWIT Shareholdersrsquo Agreement was enteredinto pursuant to the merger of Vodafone Italyrsquos Passive Infrastructure into INWIT which became effective onMarch 31 2020 On November 19 2020 VEBV contributed its entire shareholding in INWIT to CTHCTelecom Italia no longer holds any INWIT shares directly instead holding them indirectly though TelecomItalia SPV CTHC and Telecom Italia SPV are each an ldquoINWIT Shareholderrdquo and together theldquoINWIT Shareholdersrdquo although VEBV and Telecom Italia remain party to the INWIT ShareholdersrsquoAgreement for certain limited purposes such as the standstill described below

The INWIT Shareholdersrsquo Agreement provides among other matters that Telecom Italia SPV and CTHCwill exercise joint control over INWIT and accordingly sets out certain rights and obligations and proceduresfor the conduct of affairs and the management of INWIT The agreement applies to future shareholdings inINWIT or in INWIT Shareholdersrsquo Rights and Financial Instruments (as defined below) that Telecom ItaliaTelecom Italia SPV CTHC andor VEBV may hold under any title or for any reason

As of December 31 2020 CTHC and Telecom Italia SPV held 332 and 302 of INWITrsquos outstandingshare capital respectively Telecom Italia does not hold any shares in INWIT however it exercises co-controlover the joint venture with Vantage Towers through Telecom Italia SPV VEBV does not hold any shares inINWIT

162111 Duration

The INWIT Shareholdersrsquo Agreement remains valid and effective until the earlier of March 25 2023unless extended by the parties and the date on which either Telecom Italia and Telecom Italia SPV or VEBVand CTHC ceases to hold shares in INWIT Pursuant to the requirements of applicable Italian law eachINWIT Shareholder has the option to withdraw from the INWIT Shareholdersrsquo Agreement if the otherINWIT Shareholder ceases to maintain a shareholding of at least 25 in INWIT

162112 Key Provisions

The INWIT Shareholdersrsquo Agreement provides certain rights and obligations and procedures for theconduct of affairs and the management of INWIT with respect to (i) the INWIT board of directors (theldquoINWIT Boardrdquo) (ii) internal committees (iii) the board of statutory auditors (iv) key managers (v) directionand coordination (vi) prior consultation obligations (vii) resolution of deadlocks at shareholdersrsquo meetings(viii) dividend policy (ix) the lock-up of the INWIT Shareholdersrsquo interests (x) a standstill agreement and(xi) the resolution of conflict between INWITrsquos bylaws and the INWIT Shareholdersrsquo Agreement

1621121 Board of Directors

The INWIT Shareholdersrsquo Agreement provides that the INWIT Board will be constituted in accordancewith INWITrsquos bylaws and must have an equal number of directors designated (ldquoDesignated Directorsrdquo) byeach INWIT Shareholder The INWIT Board is composed of 13 members of which five were designated byTelecom Italia and five were designated by VEBV with effect from March 31 2020 (the INWIT Board onMarch 31 2020 the ldquoOriginal INWIT Boardrdquo) One of each of Telecom Italiarsquos and VEBVrsquos DesignatedDirectors is independent under applicable law and regulations The Original INWIT Boardrsquos tenure expires onthe date that INWITrsquos financial statements for the twelve months ending December 31 2022 are approvedhowever under the INWIT Shareholdersrsquo Agreement at least three of each partiesrsquo Designated Directors will

199

resign with effect from December 31 2022 after which date a new INWIT Board will be appointed on thebasis of the INWIT Shareholdersrsquo Agreement and INWITrsquos bylaws

The current INWIT chief executive officer and the chairman of the INWIT Board were reappointed andappointed respectively on the effective date of the INWIT Shareholdersrsquo Agreement The chief executiveofficerrsquos tenure may be revoked by the joint agreement of the INWIT Shareholders Under the terms of theINWIT Shareholdersrsquo Agreement in the event that any chief executive officer or chairman leaves office beforethe end of the Original INWIT Boardrsquos tenure the INWIT Shareholders will discuss the appointment of a newchief executive officer or chairman (as applicable) in good faith and evaluate whether to re-appoint the personwho has left the respective office If the INWIT Shareholders cannot agree on the new chief executive officerthe person will be selected from Telecom Italia SPVrsquos Designated Directors provided that the replacement is aperson other than the one being replaced If the INWIT Shareholders cannot agree on the new chairman theperson will be selected from CTHCrsquos Designated Directors provided that the replacement is a person other thanthe one to be replaced

If any Designated Director leaves office before the expiry of the Original INWIT Board theINWIT Shareholders will replace such Designated Director promptly with a new Designated Director with thesame roles and powers The INWIT Shareholders have agreed that no meeting of the INWIT Board except forthose necessary to comply with applicable law or agreements to which INWIT is a party will be held betweenthe date that the Designated Director leaves office and the appointment of the new Designated Director andthat the INWIT Board may not discuss or take a decision on matters subject to qualified majorities as providedfor in INWITrsquos bylaws before such Designated Directorsrsquo replacement

Upon the expiry of the Original INWIT Board the INWIT Shareholders will appoint a new INWIT Boardin the manner described above composed of at least ten directors to remain in office until the date of approvalof INWITrsquos financial statements for the twelve months ending December 31 2025 Following the appointmentof the new INWIT Board Telecom Italia SPV and CTHC will discuss in good faith the appointment of a newchief executive officer and a new chairman and evaluate whether to reappoint the previous chief executiveofficer and chairman In the absence of an agreement the new chief executive officer will be selected fromCTHCrsquos Designated Directors and the new chairman will be selected from Telecom Italia SPVrsquos DesignatedDirectors This provision will continue to apply following the replacement of the chief executive officer and thechairman for subsequent replacements

The chief executive officer and the chairman cannot be designated by the same INWIT Shareholder(unless agreed in writing between the INWIT Shareholders) and the chairman cannot be appointed by theINWIT Shareholdersrsquo meeting

Each of Telecom Italia SPV and CTHC may request the revocation of one or more Designated Director(s)The other INWIT Shareholder will take all necessary action to enable the revocation as soon as possible afterreceipt of notice and will consent to a replacement director designated by the requesting shareholder pursuantto the applicable provisions of INWITrsquos bylaws

1621122 Internal Committees

Subject to compliance with applicable laws regulations and corporate governance practices theINWIT Shareholders are required to ensure that the Designated Directors are adequately represented inINWITrsquos internal committees (such as the related parties committee the control and risk committee and theappointments and remuneration committee) on an overall basis and that there is a balanced participationbetween Telecom Italia SPVrsquos Designated Directors and CTHCrsquos Designated Directors

1621123 Board of Statutory Auditors

In the event that an INWIT Shareholdersrsquo meeting is called to appoint a new board of statutory auditors theINWIT Shareholders will submit a joint list of three candidates comprised of one candidate designated by eachof CTHC and Telecom Italia SPV (two total) and one jointly designated candidate and will vote in favor of thatlist If the INWIT Shareholders cannot agree on a third candidate the INWIT Shareholder who has notdesignated the INWIT chief executive officer at the time the joint list is submitted will select the third candidate

1621124 Key Managers

Telecom Italia and VEBV agreed the INWIT organizational chart implemented on March 31 2020including the chief financial officer who was selected by VEBV (ldquoKey Managersrdquo) If a Key Managerterminates their employment with INWIT the replacement of such Key Manager will occur in line with best

200

practices applicable to listed companies Any decision concerning the dismissal of a Key Manager (other thanthe chief financial officer) or the hiring of a new person to fill the vacant position of a Key Manager (otherthan the chief financial officer) requires that the chief executive officer consults with the chairman

CTHC designates the chief financial officer until the expiry of the Original INWIT Board If the chieffinancial officer is dismissed or terminated Telecom Italia SPV and CTHC will discuss in good faith theappointment of a new chief financial officer in line with best practices In the absence of an agreement betweenTelecom Italia SPV and CTHC the new chief financial officer will be designated by CTHC provided that thenew chief financial officer is not the same as the chief financial officer being replaced When the term of theOriginal INWIT Board expires if the chief financial officer is dismissed or terminated the parties will followthe same procedures however in the absence of an agreement the new chief financial officer will bedesignated by Telecom Italia SPV provided that the new chief financial officer is not the same as the chieffinancial officer being replaced

1621125 Direction and Coordination

For the duration of the INWIT Shareholdersrsquo Agreement each INWIT Shareholder has undertaken not tocarry out whether jointly or severally any direction or coordination activity in relation to INWIT

1621126 Prior Consultation

For the duration of the INWIT Shareholdersrsquo Agreement the INWIT Shareholders have agreed to consultwith each other in good faith and agree a common approach where feasible on all shareholder meeting agendaitems in advance of such meeting However each INWIT Shareholder remains free to exercise their votingrights during shareholder meetings

1621127 Resolution of Deadlocks at Shareholdersrsquo Meetings

In the event that the qualified majority required by INWITrsquos bylaws for the adoption of decisions oncertain matters is not reached at two consecutive INWIT shareholdersrsquo meetings subject to notice theINWIT Shareholders will establish a committee composed of two representatives to resolve such deadlockwhose decisions are only binding if agreed in writing

1621128 Dividend Policy

Subject to the prior decision of INWITrsquos Board which will take into account inter alia INWITrsquos businessplan growth expectations and cash generation rating considerations and available strategic options theINWIT Shareholdersrsquo Agreement provides that (i) INWITrsquos objective is to distribute an annual dividendcorresponding to at least 80 of the net profits resulting from the regularly approved financial statements forthe reference year adjusted for one-off and extraordinary items (ii) INWITrsquos initial financial leverage shouldnot exceed 60 times net financial debt divided by EBITDA as calculated based on INWITrsquos most recentinformation made public in the last twelve months excluding non-recurring items subject to the achievementof an acceptable credit rating and noting that the financial leverage will be reduced in the future to obtain amedium-term financial leverage in line with the capital structure of other listed companies operating in thesame sector as INWIT and taking into account INWITrsquos cash generation profile and (iii) INWIT will regularlyreview its financial leverage in order to optimize its capital structure subject to the same considerations thatgovern INWITrsquos distribution policy

See ldquo1645 INWITrdquo for a description of the current dividend policy set out by the INWIT Board

1621129 Lock-Up

For the duration of the INWIT Shareholdersrsquo Agreement the INWIT Shareholders have agreed not totransfer in whole or in part their respective shareholdings in INWIT and each right deriving from suchshareholdings except (i) pursuant to a public third-party tender or exchange offer that would allow eachINWIT Shareholder to withdraw from the INWIT Shareholdersrsquo Agreement (ii) in the case ofINWIT Shareholdersrsquo Rights and Financial Instruments (as defined below) with the prior written consent ofthe other INWIT Shareholder and (iii) where transferring the entire shareholding including all rightsconnected to it to an affiliate provided that (a) the transferee adheres in advance and in writing to theINWIT Shareholdersrsquo Agreement and undertakes the rights and obligations applicable to the transferringINWIT Shareholder while such INWIT Shareholder remains jointly and severally liable with the authorizedtransferee for the fulfilment of all of the obligations arising from the INWIT Shareholdersrsquo Agreement and

201

(b) the transferee is expressly obliged to transfer the shareholding back to the transferring INWIT Shareholderif the transferee loses its affiliate status

On June 24 2020 Telecom Italia and VEBV amended the lock-up provisions of the INWIT ShareholdersrsquoAgreement to permit certain transfers of ownership including the transfer by either party of their INWITShareholdersrsquo Rights and Financial Instruments to an authorized transferee and Telecom Italiarsquos transfer of itsshareholding to a special purpose vehicle administered by Telecom Italia and Impulse I Sagraverl pursuant to a deedof adherence to the INWIT Shareholdersrsquo Agreement under which Telecom Italia remained party to theagreement and being jointly and severally liable for the performance of its obligations with its special purposevehicle The amendments also allow CTHC to transfer its INWIT Shareholdersrsquo Rights and FinancialInstruments to third parties as long as it holds directly or indirectly at least 251 of INWITrsquos voting shareswith Telecom Italia SPV having a reciprocal right starting from the day which is 90 days after the completionof a transaction reducing CTHCrsquos shareholding to 251 of INWITrsquos voting shares to transfer theirINWIT Shareholdersrsquo Rights and Financial Instruments as long as they retain at least 251 of INWITrsquos votingshares

On November 19 2020 CTHC assumed the obligation towards VEBV (and also for the benefit ofTelecom Italia (and Telecom Italia SPV)) to transfer its shareholding in INWIT to VEBV in the event CTHCceases to be an affiliate of VEBV (unless otherwise agreed at such time)

ldquoRights and Financial Instrumentsrdquo means (i) any share (including shares of different classes or shareswith particular voting rights) any capital instrument equity or financial instrument warrant option right rightof subscription or other financial instruments incorporating the right (also future and conditional) to subscribepurchase sell any share or any of the above-mentioned financial instruments even if not exercisable andwhich has the effect of granting the right to contribute to the designation of the members of the managementbody and (ii) any obligation debt or other securities convertible into or exchangeable with the shares or otherinstruments referred to in (i) issued convertible or non-convertible or exchangeable pursuant to (i) in any caseissued from time to time by that person or any other right (contractual or statutory) in any of the foregoing

16211210 Standstill

For the duration of the INWIT Shareholdersrsquo Agreement Telecom Italia (on behalf of itself and itssubsidiaries) Telecom Italia SPV VEBV (on behalf of itself and its subsidiariesrsquo and controlling companiesrsquoexcluding the entities controlling Vodafone Group Plc) and CTHC have agreed

bull not to purchase or undertake to purchase INWIT Shareholdersrsquo Rights and Instruments without theprior written consent of the other INWIT Shareholder

bull not to discuss or negotiate with third parties the purchase of INWIT Shareholdersrsquo Rights andInstruments without the prior written consent of the other INWIT Shareholder

bull to abstain from any act or conduct that involves the obligation to make a mandatory tender offer onINWIT Shareholdersrsquo Rights and Instruments Each INWIT Shareholder continues to have the right tosubscribe their part of the option rights with the exclusion of any unsubscribed part of any capitalincrease resulting from any INWIT option right which is approved to the extent such subscriptiondoes not involve an obligation to make a mandatory tender offer on INWIT Shareholdersrsquo Rights andInstrument and

bull not to purchase Rights and Financial Instruments in other tower companies purchase companiesactive in tower company activities andor directly or indirectly carry out tower company activities inItaly as long as INWIT remains under the joint control of the INWIT Shareholders However theINWIT Shareholders may invest in Passive Infrastructure owned at March 31 2020 in any towercompany activity permitted under the commercial arrangements negotiated between INWIT andTelecom Italia or INWIT and Vodafone Italy The parties may also invest in Rights and FinancialInstruments which do not represent more than 5 of the outstanding voting rights in a towercompany operating in Italy and which do not afford the right to appoint members of the board ofdirectors andor of the management body of such company andor in businesses companies orgroups of companies as the case may be whose annual turnover from tower company activities inItaly is less than 20 of the entire annual turnover generated respectively by those purchasedbusinesses companies or groups of companies

202

16211211 Resolution of Conflict between INWITrsquos Bylaws and the INWIT Shareholdersrsquo Agreement

The INWIT Shareholdersrsquo Agreement provides that in the case of any conflict between the agreement andINWITrsquos bylaws the INWIT Shareholdersrsquo Agreement prevails


On January 14 2021 CTHC entered into a deed of adherence to the shareholdersrsquo agreement relating toCornerstone among O2 Cedar Limited O2 Networks Limited (together with O2 Cedar Limited the ldquoTEFCornerstone Shareholdersrdquo) Vodafone UK and Cornerstone dated January 7 2021 (the ldquoCornerstoneShareholdersrsquo Agreementrdquo and CTHC and the TEF Cornerstone Shareholders together the ldquoCornerstoneShareholdersrdquo) Vodafone UKrsquos rights and obligations under the Cornerstone Shareholdersrsquo Agreementterminated upon it ceasing to hold shares in Cornerstone

The board of directors of Cornerstone (the ldquoCornerstone Boardrdquo) comprises up to eight directors EachCornerstone Shareholder may nominate up to four directors (and four alternates) The TEF CornerstoneShareholder and CTHC nominate the chair of the Cornerstone Board on a rotating basis Resolutions must beapproved by a majority of the directors nominated by each shareholder Subject to applicable law if a directorbelieves that their fiduciary duties to Cornerstone conflict with their obligations to the Cornerstone Shareholderthat nominated them they may refer such decision to each Cornerstone Shareholder Under the CornerstoneShareholdersrsquo Agreement customary reserved matters must be approved by both Cornerstone ShareholdersSuch matters include amongst others approval of the business plan and changes thereto changes to dividendpolicy certain amendments to variations of or consents or waivers under the Cornerstone MSAs withVodafone UK and Telefoacutenica UK and the appointment of a new chief executive officer or chief financialofficer

CTHC and Telefoacutenica UK have buyback options in respect of Sites contributed to or commissioned fromCornerstone if a Cornerstone Shareholder commits a material breach of the transfer restrictions under theCornerstone Shareholdersrsquo Agreement (which generally prohibit the sale of shares in Cornerstone to a mobileoperator in the United Kingdom that is a competitor of Vodafone UK and Telefoacutenica UK) or is subject toinsolvency These buyback options may be exercised at a price below fair market value in limitedcircumstances

Subject to compliance with applicable law and its capital policies Cornerstone will distribute allunrestricted cash to the Cornerstone Shareholders expected to be by way of a dividend on a semi-annual basisCornerstone and the Cornerstone Shareholders have agreed to manage Cornerstone so as to not exceed a NetFinancial Debt to Adjusted EBITDAaL ratio of 40x The target leverage ratio will be reviewed semi-annuallyand Cornerstone and the Cornerstone Shareholders have agreed to recapitalize or refinance Cornerstone if theleverage ratio is less than 35x and is expected to remain less than 35x for the following 12 months


On November 20 2020 the Company entered into a loan facility agreement with Vodafone Investments(the ldquoVodafone Investments Facilityrdquo) for general corporate purposes The Vodafone Investments Facility hasa total commitment of EUR 3 billion with the option to increase this amount by up to EUR 50 million Thefacility has a one-year term with a one-year extension

The annual interest rate on loans made under the Vodafone Investments Facility is calculated based on theone-month percentage rate per annum of the offered quotation for deposits in Euros determined by the BankingFederation of the European Union plus an agreed margin Interest is charged on a monthly basis The Companypays a quarterly commitment fee on the unused and uncancelled amount of the facility

The Vodafone Investments Facility contains customary restrictions and events of default The occurrenceof an event of default could result in the acceleration of payment obligations and other consequences under thefacility

On December 17 2020 the Company drew down approximately EUR 23 billion under the VodafoneInvestments Facility As of the date of this prospectus approximately EUR 23 billion was outstanding underthe Vodafone Investments Facility

16214 Senior Facilities

On February 12 2021 the Company entered into a facilities agreement with Bank of America EuropeDesignated Activity Company BNP Paribas SA Niederlassung Deutschland Citibank NA London BranchDeutsche Bank Luxembourg SA Landesbank Baden-Wuumlrttemberg and Sumitomo Mitsui Banking Corporation

203

acting as arrangers bookrunners and lenders Bank of America Europe Designated Activity Company is alsoacting as coordinator and agent The agreement provides for a EUR 24 billion senior unsecured term loanfacility and a EUR 300 million senior unsecured revolving credit facility

162141 Term Loan Facility

The Term Loan Facility has a total commitment of up to EUR 24 billion and is available for utilizationuntil one month after the Listing Date The Term Loan Facility must be repaid upon its termination onFebruary 12 2024 The proceeds of the Term Loan Facility are to be used to refinance certain financialindebtedness owed by the Company to its affiliates and to pay fees costs and expenses in connection with thefinancing

The annual interest rate on loans made under the Term Loan Facility is calculated based on EURIBORplus an applicable margin

The Term Loan Facility contains customary fees change of control events restrictions and events ofdefault The occurrence of an event of default could result in the acceleration of payment obligations and otherconsequences under the Term Loan Facility

As of the date of this prospectus the Term Loan Facility was undrawn

162142 Revolving Credit Facility

The Revolving Credit Facility has a borrowing availability of up to EUR 300 million availableimmediately and a term of three years subject to two twelve-month extensions The proceeds of the RevolvingCredit Facility are to be used for general corporate purposes

The interest rate on loans made under the Revolving Credit Facility is calculated based on EURIBOR plusan applicable margin

The Revolving Credit Facility contains customary fees change of control events restrictions and events ofdefault The occurrence of an event of default could result in the acceleration of payment obligations and otherconsequences under the Revolving Credit Facility

As of the date of this Prospectus the Revolving Credit Facility was undrawn


For information on the Long-Term Services Agreements see ldquo1715 Long-Term Services Agreementsrdquo


For information on the Portfolio Management Agreements see ldquo1716 Portfolio ManagementAgreementsrdquo


For information on the Procurement Agreements see ldquo1717 Procurement Agreementsrdquo


For information on the Support Agreements see ldquo1718 Support Agreementsrdquo

204

17 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

In accordance with IAS 24 transactions with persons or companies that are inter alia members of thesame group as a company or that are in control of or controlled by a company must be disclosed unless theyare already included as consolidated entities in a companyrsquos consolidated financial statements Control exists ifa shareholder owns more than one half of the voting rights in a company or by virtue of an agreement has thepower to control the financial and operating policies of a companyrsquos management The disclosure requirementsunder IAS 24 also extend to transactions with associated companies (including joint ventures) as well astransactions with persons who have significant influence on a companyrsquos financial and operating policiesincluding close family members and intermediate entities This includes the members of the Management Boardand Supervisory Board and close members of their families as well as those entities over which the membersof the Management Board and Supervisory Board or their close family members are able to exercise asignificant influence or in which they hold a significant share of the voting rights

Set forth below are details of such transactions with related parties as of and for the six months endedSeptember 30 2020 and as of and for the three months ended December 31 2020 and for the current financialyear up to and including the date of this Prospectus Further information on related-party transactionsincluding quantitative amounts are contained in the Notes to the Audited Six-Month Condensed CombinedInterim Financial Statements and the Unaudited Three-Month Condensed Combined Interim FinancialStatements which are included elsewhere in the Prospectus Business relationships between companies of theGroup are not included

171 Material Contracts between the Vantage Towers Group and the Vodafone Group

1711 Relationship Agreement between the Company and Vodafone Group Plc

On March 8 2021 the Company and Vodafone Group Plc entered into the Relationship Agreement thatgoverns certain general principles regarding the future relationship and cooperation between the Company andVodafone Group Plc While the Company will be a listed German stock corporation it will remain part of theVodafone Group as Vodafone Group Plc will indirectly hold the majority of the share capital of the CompanyTherefore among other things the Company and Vodafone Group Plc have agreed to cooperate align andcollaborate on certain matters including inter alia (i) to allow Vodafone Group Plc or Vodafone Germany toprepare consolidated financial statements capital markets prospectuses tax reports other mandatory reportsand budgets (ii) for the purposes of performing Vodafone group audit activities or as is required for Vodafonegroup-wide reporting duties (iii) to ensure compliance with applicable law for example with reporting andcapital markets related obligations and (iv) to support Vodafone Group Plcrsquos or Vodafone Germanyrsquos strategicand (re)financing planning The collaboration obligations also extend to the alignment of the conduct of certainlegal proceedings by the Company or a subsidiary of the Company the implementation and alignment ofaccounting guidelines as well as of certain Vodafone Group policies (Konzernrichtlinien) and the policies of theVantage Towers Group external communication risk management crisis management and corporate socialresponsibilities and the collaboration between the control functions of the Company and Vodafone Group PlcUnder certain circumstances Vodafone Group Plcrsquos external auditor or Vodafone Group Plc may consult withthe external auditor of the Company or a subsidiary of the Company and request access to audit documents orVodafone Group Plc or Vodafone Germany may participate in certain meetings with tax authorities TheCompany is permitted to request certain information regarding the Vodafone Group reasonably required for theCompany or other members of the Group to comply with applicable laws including but not limited to therules of any national stock exchange

The Relationship Agreement has an initial fixed term of 24 years (ie until March 7 2045) and will beautomatically renewed for further consecutive fixed terms of eight years each unless one party terminates theRelationship Agreement no later than 12 months prior to the expiration of the respective term by giving writtennotice to the other party

The Relationship Agreement except for certain limited provisions terminates automatically if VodafoneGroup Plc ceases to control the Company The term ldquocontrolrdquo is defined in the Relationship Agreement andmeans the power to directly or indirectly cause the direction of the management and affairs of the CompanyFurthermore the Relationship Agreement may be terminated by either party if Vodafone Group Plc no longeraccounts for the Company as an associated undertaking within its consolidated financial statements preparedunder applicable law

Each party has the right to terminate the Relationship Agreement for good cause (aus wichtigem Grund) ifthe other party is in material breach of any of its material obligations under the Relationship Agreement andsuch breach is not cured by restitution in kind (Naturalrestitution) or to the extent this is not possible full

205

indemnification within 30 days of a written notice to the breaching party In certain limited circumstancesVantage Towers must indemnify Vodafone Group Plc for tax losses that result in a tax benefit to VantageTowers caused by an intentional or negligent breach by Vantage Towers of its obligations under the agreementVodafone Group Plc shall have the right to terminate the Relationship Agreement if Vodafone Group Plcdefinitively decides not to pursue the Offering Delivery of a termination notice in case of a termination forgood cause to the other party shall take immediate effect unless such notice stipulates a notice period(Auslauffrist) of up to six months

1712 Vodafone MSAs

In each of Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland thelocal Vantage Towers operating company has entered into a Vodafone MSA with the Vodafone Operator Theprincipal provisions of these Vodafone MSAs are set out below However the specific provisions of eachagreement vary from country to country

17121 Duration

Each Vodafone MSA has an initial term of eight years until November 2028 (the ldquoInitial Termrdquo) whichautomatically extends for three eight-year periods unless at the end of each term the Vodafone Operatordecides not to extend Extension rights renew for all Sites within a particular jurisdiction or none of them (egldquoall or nothingrdquo) The Vodafone MSAs contain customary termination rights exercisable by either party forcause In Greece Vodafone Greece may terminate the MSA if Vantage Towers Greece materially breachescertain non-compete obligations and equal treatment obligations A Vodafone Operator may also terminate aVodafone MSA if a competitor of Vodafone acquires control of the Vantage Towers Group company that isparty to the respective agreement in a transaction that other than in Greece takes place after VodafoneGroup Plc has itself given up control of the subject Group company in a previous transaction (ie aSubsequent Change of Control)

17122 Services

Pursuant to the Vodafone MSAs the Group companies provide the Vodafone Operators with the followingservices on all Legacy Sites and any BTS Sites (i) hosting services (ii) energy services (iii) Site modificationservices (iv) BTS services (v) Site access and OampM services and (vi) EMF services (other than in Greece)which are optional (together the ldquoVodafone MSA Servicesrdquo) The Group companies are also generallypermitted to offer similar services to other MNOs on the Sites Unless agreed otherwise the Vodafone MSAServices exclude (i) the Vodafone Operatorrsquos EMF compliance obligations (ii) maintaining the ActiveEquipment (iii) health safety and environment accountability for the Active Equipment and (iv) installingcommissioning and decommissioning the Active Equipment

17123 Charges

The consideration paid by Vodafone to Vantage Towers under the Vodafone MSAs comprises servicecharges energy charges and certain non-recurring payments (including recharged capital expenditure) that theVodafone Operators are required to pay the Group companies in respect of each Site The service chargesinclude base service charges and additional service charges

Base service charges are charged for hosting services OampM services and where provided EMF servicesThe base service charges and additional service charges discussed below are increased annually For the annualincreases during the first two Contract Years (as defined in the glossary) see ldquo1671 The Vodafone GrouprdquoThereafter the charges will increase annually by reference to an agreed CPI The CPI typically has a floor of0 (other than in Germany where the floor is negative 2 to comply with legal requirements) and a cap of 2(other than Hungary where the cap is 3) In Greece the base service charges are adjusted by the agreed CPIon April 1 2021 and each April 1 thereafter There is also a lease recovery charge if ground lease costsincrease above certain thresholds

If a tenancy is added to a Site the Vodafone Operator receives an additional tenant discount to its baseservice charge unless the tenant was colocating on the Site at the effective date of the Vodafone MSA and isinstalling more Active Equipment or renewing its Site agreement Other than in Greece (where the discountdoes not apply) and within certain Central and Eastern European markets (where the discount is lower) theadditional tenant discount is 15 of the original anchor fee on a Site The discount does not apply toVodafonersquos ldquowhite spotrdquo partners sharing on German ldquowhite spotrdquo Sites or to additional active sharingcounterparties on any Site

206

Additional service charges include amongst others charges payable on Strategic Sites (if applicable) andCritical Sites as well as Sites on which the Vodafone Operator engages in active sharing The Active sharingcharges do not apply to certain types of active sharing

The Vodafone Operator typically pays Active Energy charges in respect of its Active Equipment on thebasis of an estimated model if the Sites do not have sub-meters After sub-meters are installed the VodafoneOperator will pay Active Energy charges on the basis of the metered amount of energy they consume Inrespect of Passive Infrastructure-related energy costs the Vodafone Operator pays a fixed rate which is subjectto periodic review

The Vodafone Operator pays certain non-recurring charges under the Vodafone MSAs including rechargedcapital expenditure related to the modification of any Sites up to standard configuration Standard configurationis a standard technology-agnostic configuration designed to accommodate a typical radio system Standardconfiguration includes elements such as floor space occupied on the Site weight of remote radio units antennapositions and antenna size microwave dish diameter power consumption and EMF output Unless otherwiseagreed the Group company bears the capital expenditure cost of any Site modifications although for upgradesbeyond the standard configuration the Group recoups its costs through additional loading charges

17124 Maintenance Obligations

The Group company must perform a range of routine maintenance activities so as to ensure that each Siteis kept in good working order

17125 Site Space

Each Vodafone Operator has space reserved for it on the Sites subject to its respective Vodafone MSAReserved space may generally be offered to other customers if the Vodafone Operator does not use it subject tocertain conditions In addition to its reserved space the Vodafone Operator may request further space foradditional Active Equipment Unless otherwise agreed the Group company must make any Site modificationsto accommodate a Vodafone Operatorrsquos request where feasible although the Vodafone Operator mustreimburse the Group company or pay loading charges depending on whether the Site modification is within oroutside of standard configuration See ldquo17123 Chargesrdquo above

17126 BTS Site Commitment and Deployment of BTS Sites

Under the Vodafone MSAs Vodafone has committed to contract for the construction of approximately6600 new BTS Sites in Germany Spain and Other European Markets between April 1 2021 and March 312026 Up to 10 of these new BTS Sites can be deferred for a period of twelve months after the twelvemonths ending March 31 2026 In Greece Vodafone has committed to contract for the construction of 250 newBTS Sites between November 17 2020 and November 16 2025 The charges on standard configuration Sitesconstructed pursuant to the Vodafone BTS Commitment are in line with the charges for standard configurationSites and have built-in adjustments if the capital expenditure for building the Sites exceeds certain thresholdsIn Greece certain types of Sites have alternative pricing terms

The Vodafone Operator may from time to time request that the Group company deploys additional BTSSites Upon agreeing a request the Group company must obtain the necessary approvals and complete thedeployment of the Site within the agreed time period

17127 Preferred Supplier

Subject to certain exceptions in Greece each Vodafone MSA grants the Group company a right of firstoffer when a Vodafone Operator seeks to deploy Sites over and above the Vodafone BTS Commitment subjectto customary exclusions making the Group a preferred supplier for Vodafone The pricing terms for such BTSSites are to be agreed between the parties

17128 Site Exits

The Vodafone Operator may in each Contract Year terminate up to 05 of the total number of Siteagreements in effect at the beginning of that Contract Year (the ldquoMSA Exit Allowancerdquo) with at least sixmonthsrsquo written notice subject to certain conditions Any unused MSA Exit Allowance can generally be carriedforward for two further years If the Vodafone Operator terminates more Site agreements during a ContractYear than permitted it is required to pay compensation to the Group In addition to the MSA Exit Allowanceif a Vodafone MSA is extended after the end of its initial term the local Vodafone Operator can typically

207

terminate up to 5 of the total number of Site agreements at Legacy Sites in effect as at the beginning of thefinal Contract Year of the Initial Term typically increasing to 10 for the second and third terms with effect atthe end of the respective term

The Vodafone Operator bears all costs and expenses associated with removing the Vodafone OperatorEquipment from any exited Site

17129 Strategic Sites

Under the terms of the Vodafone MSAs the Vodafone Operator may subject to compliance withapplicable law and a cap of 10 of the total Site portfolio in the respective market designate any Site that is ofstrategic importance to it from a network management perspective as a Strategic Site As of December 312020 approximately 3 of the Grouprsquos Sites were designated as Strategic Sites On Strategic Sites the Groupcompany is required to obtain the Vodafone Operatorrsquos prior written consent before allowing any third party toinstall equipment or use any available space unless in either case a third party already has equipment installedor has a binding contractual right to install additional equipment Vantage Towers receives a premium of 20to 30 on Strategic Sites

171210 Critical Sites

The Vodafone Operator may also designate any Site including a Strategic Site as a Critical Site CriticalSites are typically subject to a cap of 10 of the total Site portfolio in the market unless otherwise agreed OnCritical Sites the Vodafone Operator pays a premium for the Group company to meet higher service levels Forthe avoidance of doubt a Site being designated as a Critical Site does not impact Vantage Towersrsquo ability tosell space on the Critical Site to other customers

171211 Active Sharing Arrangements

The Vodafone MSAs in Spain Portugal Greece and Romania detail the interaction between the VodafoneMSA terms and Vodafonersquos Active Sharing Arrangements with other MNOs in these markets In Spain andPortugal the Vodafone Operator is permitted a fixed number of Site exits in connection with the ActiveSharing Arrangements which will not count towards the MSA Exit Allowance described above and will notreduce revenues Active sharing charges apply to Vodafone Operators in these markets where their activesharing partner is sharing on a Site


If certain events arise (eg the Group company commits certain material breaches of the Vodafone MSA)the Group company is given a period (the ldquoRemedy Periodrdquo) to remedy the issue There is no Remedy Periodfor breaches of equal treatment in Greece During the Remedy Period the Vodafone Operator has the right toaccess additional information and interact with Vantage Towers personnel in relation to the issue After theRemedy Period the Vodafone Operator has the right to engage a third-party subcontractor to implement aremediation plan within a fixed period

171213 Liability

Under the terms of each Vodafone MSA the Vodafone Operatorrsquos and the Group Companyrsquos maximumliability in any Contract Year arising out of or in connection with a Vodafone MSA or all ISAs is capped atamounts that the Company believes are customary for contracts of this nature

171214 Governance

Each Vodafone MSA provides for the appointment of one commercial panel and up to two operationalpanels which meet regularly to resolve operational and commercial issues and a Joint Executive Committeewhich is responsible for the maintenance of a constructive and strategic relationship between the parties TheJoint Executive Committee consists of strategycommercial finance technology and legal representatives ofVodafone and the Company The Joint Executive Committee is also the final escalation point for disputesbetween the governance committees and provides an opportunity for an overall review of the Grouprsquosperformance

If a dispute arises between the Group company and the Vodafone Operator in respect of a Vodafone MSAthe matter must be escalated first to relationship managers of each party then to the commercial or operationalpanels (as appropriate) then to the Joint Executive Committee If the matter is not resolved after following this

208

procedure the parties may refer the dispute to the respective chief executive officers of Vantage Towers AGand Vodafone Group Plc (in Greece the dispute is first escalated to the chief executive officers of VodafoneGreece and Vantage Towers Greece before this final escalation stage) If no agreement is reached at this stagethen the dispute must be referred to arbitration

1713 MSA between Cornerstone and Vodafone UK

Effective January 1 2021 Cornerstone and Vodafone UK entered into an MSA pursuant to whichCornerstone will provide certain services to Vodafone UK The key terms of the MSA are materially consistentwith the key terms of the Vodafone MSAs and include

bull Duration The MSArsquos initial eight-year term runs until January 2029 with renewal rights for eachsubsequent eight-year period on a materially ldquoall-or-nothingrdquo basis

bull Services Cornerstonersquos services include the day-to-day management of agreements with third-partySite providers on behalf of Vodafone UK

bull Charges The base service charges are increased annually by reference to an agreed CPI with a cap of3 and a floor of 0 Charges for the 12 months ending March 31 2022 will reflect a 1 increaseover the charges for the prior year In order to reflect the cost of upgrades and the utilization of morephysical space Cornerstone is compensated for Sites on which Vodafone UK and Telefoacutenica UKunwind an active sharing tenancy at an amount that equates to a premium of approximately 40 onan existing Site Active sharing premiums are not applied for active sharing between Vodafone UKand Telefoacutenica UK

bull BTS Site Commitment and Deployment of BTS Sites Vodafone UK has jointly committed withTelefoacutenica UK to commission approximately 1200 Macro Sites by April 1 2025

bull Strategic Sites Vodafone UK may designate up to 500 Sites as Strategic Sites

1714 Cornerstone Passive Sharing Agreement

Effective January 1 2021 Vodafone UK Telefoacutenica UK and Cornerstone entered into a passive sharingagreement (the ldquoCornerstone Passive Sharing Agreementrdquo) in order to terminate the previous MSAs betweenthe parties set out the basis on which Cornerstonersquos new MSAs with Vodafone UK and Telefoacutenica UK hadbeen entered into and agree certain other commercial and governance principles for the commercialrelationships between and amongst the parties In support of this purpose the Cornerstone Passive SharingAgreement provides for certain equal treatment arrangements between the parties a material breach of whichcan trigger a termination right for the affected operator under its MSA The Passive Sharing Agreement alsoprovides for asset transfer in respect of the Sites Vodafone UK and Telefoacutenica UK contributed to orcommissioned from Cornerstone in the event of an MSA termination right arising from a material breach byCornerstone of its obligations under the MSA with either MNO This transfer may be exercised at a price thatis below market value


In each of Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland aVodafone Operator has entered into a Long-Term Services Agreement with the local Group operating companyPursuant to the Long-Term Services Agreements the parties may each act as service provider and provide orprocure the provision of certain long-term services (the ldquoLong-Term Servicesrdquo) to the other party (and in thecase of the Vodafone Operator as service provider provide or procure the provision of services to anysubsidiary of the Group entity on the relevant commencement date of the respective Long-Term ServicesAgreement) The principal provisions of the Long-Term Services Agreements are set out below however thespecific provisions of each agreement vary from country to country In Greece both Long-Term Services andcertain transitional services are provided under the Long-Term Services Agreements The disclosures for theLong-Term Services Agreements for Greece relate to the Long-Term Services

17151 Duration

171511 Agreement Duration

Each Long-Term Services Agreement terminates when the last Long-Term Service under the respectiveagreement expires or is terminated Notwithstanding this a Long-Term Services Agreement will also terminateif the Vodafone MSA between the parties to the respective Long-Term Services Agreement is terminated In the

209

event that a Vodafone MSA is terminated the parties to the corresponding Long-Term Services Agreement mayagree to continue to provide certain services during the Exit Period if such services cannot be transferred to anew operator prior to the start of the Exit Period In this case the Long-Term Services Agreement will continueuntil the last Exit Period service terminates The Long-Term Services Agreements contain termination rights forcause (eg insolvency and material breach (which in the case of the service provider includes non-payment ofservice charges)) Other than in Greece the Vodafone Operator may also terminate a Long-Term ServicesAgreement with immediate effect upon a Subsequent Change of Control

171512 Service-Specific Durations

Under the terms of the Long-Term Services Agreements each Long-Term Service has a service-specificinitial term that ranges for periods of up to nine years Unless otherwise specified the initial service term foreach Long-Term Service automatically renews for successive periods of twelve months each unless the servicerecipient gives notice of non-renewal or the Long-Term Service is otherwise terminated In the event that aLong-Term Service is due to expire and the service recipient demonstrates that the transfer of such service to anew operator will not be completed by the expiry of the service term as a result of the service provider notfulfilling its transfer obligations under the agreement then the service term may be extended for a reasonableperiod of time (taking into account the extent of the migration failure and its impact on the transfer of theservice) such period to be no longer than the minimum amount of time needed by the service recipient torecover the delay

The service recipient may terminate a Long-Term Service before the end of its initial service term (unlessotherwise specified) subject to complying with the relevant service-specific notice period and paying anystranded costs of the service provider which cannot be avoided or mitigated (as applicable) The serviceprovider may terminate a Long-Term Service before the end of its term as long as it gives twelve monthsrsquonotice and such termination can only become effective five years after the relevant commencement date of therespective Long-Term Services Agreement In Greece the service provider can terminate on twelve monthsrsquonotice provided that any such termination will be effective no earlier than the expiry of the initial service term(being three years from the relevant service commencement date)

If a service provider provides a service recipient with an IT system or software as part of a Long-TermService and the service provider subsequently decommissions the IT system or software such that the serviceproviderrsquos group discontinues the use of such IT system or software for their own purposes the Long-TermServices Agreement provides mechanisms under which alternative arrangements can be put in place to continuethe provision of the affected Long-Term Service (including the replacement of the discontinued IT with anyreplacement system or software (where applicable) at the cost of the service provider)

The parties will agree a transfer plan to migrate the Long-Term Services to a new operator by the end ofthe service term (initial service term plus any extensions) Without prejudice to the obligation to carry out thetransfer plan the service provider shall give any reasonable assistance necessary for the transfer of each Long-Term Service Each party is responsible for their own migration costs except in the event that the Long-TermServices Agreement is terminated for fault (or the corresponding Vodafone MSA is terminated for fault) inwhich case the party at fault must reimburse the other party for its costs related to the transfer Anydisagreements regarding the transfer plan may be escalated for review by the services panel or the commercialpanel under the Vodafone MSA governance arrangements

17152 Services

Under each Long-Term Services Agreement

bull the Vodafone Operator provides one or more services which may include but are not limitedto (i) OampM field services (other than in Greece where Victus provides or procures OampM fieldservices) (ii) supply chain management including supporting VPC procurement activities with ad-hoc support from local supply chain management teams in areas such as business partnering andcontractdemand management and providing project support (iii) IT services (iv) HR services(v) workplace services including associated facility services cleaning and maintenance and utilities(vi) employee relations and (vii) certain legal and finance services OampM field services may includeexternal services that are provided by third-party service providers and also the internal servicesprovided by the Vodafone Group operating company managing the provision of the third-partyservices External OampM field services may consist of network monitoring ticket creation andtracking preventative maintenance infrastructure care and repair corrective maintenance and accessmanagement (other than in relation to Romania where such services are provided by Vodafone

210

Romania) Internal OampM field services may comprise performance and interaction management (egevaluation of key performance figures monitoring and liaising with third parties) aligning capacitydemands with partner capacity contract and commercial management ensuring operational readinessamongst third-party partners and engaging with field service partners to develop strategies andpolicies and to assess capabilities and initiate improvements IT services may include operational andbusiness support systems (eg IT systems licensing lifecycle management and operational support)onsite service support (eg hardware use and replacement) and IT service desk and system hotlinesincluding providing a single point of contact for IT services first line IT support services and incidentmanagement and

bull not every Group company that is party to a Long-Term Services Agreement provides services to theVodafone Operator under the agreement If the Group company does provide services to the VodafoneOperator these may include but are not limited to (i) managing certain third-party service providersand (ii) managing the life cycle of power and cooling equipment on certain indoor Sites In GreeceVantage Towers provides Vodafone with services relating to the deployment and civil works on Sitesoutside of the scope of the demerger from Vodafone and licensing services for Sites within the scopeof the Greek Vodafone MSA

The Long-Term Services may include services that are provided by third parties pursuant to third-partyservice agreements or services which require third-party consents The service provider is exclusivelyresponsible for managing the relationships with its third-party service providers In the event of any disruptionto third-party services the Long-Term Services Agreements provide mechanisms under which alternativearrangements can be put in place for the continued provision of the relevant service If the service provider asksto sub-contract to a third-party service provider a Long-Term Service for which a sub-contractor was notpreviously used to provide such service (as at the relevant commencement date of the respective Long-TermServices Agreement) the service recipient has the option of requesting that the service provider assist it indirectly engaging such third party to perform the services subject to certain conditions

Generally under the terms of the Long-Term Services Agreements the service provider must ensure thatthe Long-Term Services (other than certain critical services and third-party services to which service levelsapply) are provided to the standard to which on average such service or an equivalent activity was undertakenduring the twelve months prior to the relevant commencement date of the respective Long-Term ServicesAgreement

Critical Services (being those services specified as being critical in the Long-Term Services Agreementalong with corresponding service levels) and third-party services to which service levels apply must meet theprescribed service levels In both cases the service provider must ensure that it has procedures in place tomonitor the quality of such services and report on them to the service recipient on a monthly or other agreedbasis If Critical Services or third-party services do not meet the applicable service levels and such failure hasor would reasonably be expected to have material detrimental effect on the ability of the service recipient tobenefit from such service the Long-Term Services Agreements provide for a process to remedy such failuresand allocate costs for any remediation

17153 Charges

Service-specific charges are payable in respect of each Long-Term Service

Except in Greece at the request of the service recipient an initial review of the service charges may beconducted within a prescribed period after the Commencement Date to determine if the service recipient (actingreasonably) does not require one or more of the Long-Term Services to support the ongoing operation of itsbusiness (and can therefore terminate one or more of them) or if any service charges need to be changed In alljurisdictions service charges are reviewed annually (on request of either party) to determine if changes arerequired based on changes in the costs to the service provider The service provider may request a furtherreview once a year in the event of increases in third-party costs and the service recipient may request a furtherreview once a year in the event of decrease in such costs

17154 Governance

The performance of the Long-Term Services is coordinated and monitored by the four governancecommittees that administer the Vodafone MSAs In addition three temporarytransitional panels have beenconstituted to administer services rendered under the Long-Term Services Agreements and meet on a monthlybasis

211

bull the TSA Transition Panel which reviews the status of recruitment reviews and approves the use offull time Vodafone Group employees and agrees the support required to facilitate the migration of theLong-Term Services The TSA Transition Panel consists of two representatives from the VodafoneGroup and three representatives from the Group

bull the Third-Party Services Review Panel which is responsible inter alia for reviewing theperformance of third-party suppliers on the basis of service levels high-priority tickets and stocklevels and discussing and preparing recommendations on negotiations with third-party serviceproviders The Third-Party Services Review Panel is comprised of representatives from the VodafoneGrouprsquos vendor management team and the Grouprsquos infrastructure team and

bull the TIMSEVO Panel which monitors the status of TIMS and EVO implementation and agreestimelines and project budgets The panel is comprised of three representatives from the VodafoneGroup and two from the Group

In Greece this structure is slightly different in that there are three governance committees and onetransitional panel

If a dispute arises between the parties in relation to a Long-Term Services Agreement a relationshipmanager from each party will meet to discuss the dispute If the dispute is not resolved or cannot in thejudgment of the relationship managers be resolved it can be referred to the TSA Transition Panel From here adispute can be referred to the Third-Party Services Review Panel or the commercial panel under the VodafoneMSA governance arrangements (depending on the nature of the dispute) If a dispute is not resolved at theThird-Party Services Review Panel it can be referred to panels established by the Vodafone MSAs If thematter remains unresolved the parties can refer the dispute to the chief executive officer of the VodafoneGroup and the chief executive officer of the Group The parties may agree to refer an unresolved dispute to anypanel or committee without referring the dispute to each panel or committee in the order outlined above If noagreement is reached then the dispute is referred to arbitration

Disputes related to the arithmetical calculation of service charges the cost of changing the agreements orany other matter that the parties agree requires expert determination may be referred directly to the JointExecutive Committee which may refer such disputes for expert determination


The Portfolio Management Agreements (ie the Czech PMA and the Romanian PMA) set out the servicesprovided by Vantage Towers Czech Republic and Vantage Towers Romania to Vodafone Czech Republic andVodafone Romania respectively in respect of the phase 2 Sites in these jurisdictions The PortfolioManagement Agreements are based on the terms of the corresponding Vodafone MSAs with the principaldifferences being (i) changes in the scope of services to reflect that Vantage Towers Czech Republic andVantage Towers Romania will be performing certain functions and managing the phase 2 Sites on behalf of therespective Vodafone Operators while legal title to those Sites remains with the Vodafone Operators and(ii) Vantage Towers will not be performing certain services at the phase 2 Sites under the terms of the PortfolioManagement Agreements (eg BTS services which will be performed on the terms of the applicable VodafoneMSA) The expiration date and termination rights of the Portfolio Management Agreements also differ from thecorresponding Vodafone MSAs

17161 Czech PMA

On September 1 2020 Vantage Towers Czech Republic and Vodafone Czech Republic entered into theCzech PMA a portfolio management agreement in respect of the Czech Consent Required Sites and thePassive Infrastructure thereon The Czech PMA was subsequently amended on November 16 2020 The CzechRepublic demerger is taking place in two phases because the ground lease agreements relating to 1948 CzechConsent Required Sites used in connection with Vodafone Czech Republicrsquos towers business containrestrictions on subletting to third parties which meant that not all of the legal titles to Vodafone CzechRepublicrsquos Sites could be transferred in a single phase Under phase 1 of the Czech Republic demergerVodafone Czech Republic retained legal ownership of the Czech Consent Required Sites but transferred theentire economic activity associated with and the right to exploit the Czech Consent Required Sites along withlegal ownership of all other Sites to Vantage Towers Czech Republic

Subject to the terms and conditions of the Czech PMA Vantage Towers Czech Republic will manage theCzech Consent Required Sites and the Passive Infrastructure thereon and will facilitate Vodafone Czech

212

Republicrsquos and other customersrsquo use of space on the Passive Infrastructure to install and operate theirequipment for the purpose of operating telecommunications networks

171611 Duration

The Czech PMA will remain in effect until Vodafone Czech Republic does not retain a property interest inthe final remaining Czech Consent Required Site Vodafone Czech Republic may terminate the Czech PMA ifVantage Towers Czech Republic is subject to an insolvency event

With respect to each individual Site the Czech PMA expires when (i) Vodafone Czech Republicrsquosproperty interest has been transferred to Vantage Towers Czech Republic (or another member of the Group) or(ii) the ground lease agreement in respect of the property has either expired or been terminated and has notbeen renewed in the name of Vodafone Czech Republic There is a general obligation under the Czech PMAfor Vantage Towers Czech Republic to use reasonable endeavors to obtain consent for subletting at the CzechConsent Required Sites before the second demerger From the date that Vodafone Czech Republicrsquos propertyinterest in a Czech Consent Required Site transfers to Vantage Towers Czech Republic (or another member ofthe Group) the Site will be subject to the terms of the Vodafone MSA between Vodafone Czech Republic andVantage Towers Czech Republic (the ldquoVodafone Czech MSArdquo) Any Czech Consent Required Sites that do notreceive landlord consent may need to continue to be owned by Vodafone Czech Republic and remain subject tothe Czech PMA

Vodafone Czech Republic may terminate PMA Equipment Services (as defined below) in the event of achange of control or at the end of each eight-year period of the Czech PMA up to 32 years Subject to certainlimitations Vodafone Czech Republic may also remove its equipment from and terminate PMA EquipmentServices at Czech Consent Required Sites during Site exit periods as part of an exit allowance regime thatmirrors the MSA Exit Allowance See ldquo171615 Certain Common Provisions with the Vodafone MSAsrdquoUnder the Czech PMA in the case of Czech Consent Required Sites during such exit periods Vantage TowersCzech Republic retains the option to continue to operate the Site and to seek landowner consent for its transferIf the Vodafone Czech MSA is terminated by either party in accordance with its terms PMA EquipmentServices automatically terminate The Czech PMA also contains customary termination rights for causeequivalent to those in the Vodafone Czech MSA

In connection with the Czech Republic demerger Vantage Towers Czech Republic will use reasonableendeavors to procure the required consent of the landowners to permit subletting and so enable the transfer ofthe ground lease agreements relating to the Czech Consent Required Sites to Vantage Towers Czech Republicwithin a reasonable time in advance of the date of phase 2 of the Czech Republic demerger

171612 Services

Vantage Towers Czech Republic provides the following services in respect of Passive Infrastructurelocated on the Czech Consent Required Sites (i) space management (ii) Site modifications (iii) Site accessmanagement and OampM services (iv) EMF management (at Vodafone Czech Republicrsquos option) ((i) to(iv) together ldquoPMA Equipment Servicesrdquo) (v) energy management (vi) other customer managementservices and (vii) landowner management Other customer management services consist of managing VodafoneCzech Republicrsquos agreements with other customers in respect of the Czech Consent Required Sites and thePassive Infrastructure thereon such that Vodafone Czech Republic fulfils its obligations to other customerswhile retaining space for Vodafone Czech Republic on the Sites Other customer management services alsoinclude marketing the Sites negotiating and agreeing contracts in respect of the Czech Consent Required Sitesand the Passive Infrastructure thereon invoicing customers and raising risks or issues regarding othercustomers to Vodafone Czech Republic Landowner management services consist of managing agreements withlandowners including exercising rights under the agreements managing disputes reporting risks or issues toVodafone Czech Republic facilitating and arranging rent payment and executing the renegotiation strategyVodafone Czech Republic has granted Vantage Towers Czech Republic a power of attorney in relation toVodafone Czech Republicrsquos relationships with other customers landowners and energy providers to enable it tomanage these relationships Vodafone Czech Republic has retained defined rights with regard to its relationshipwith certain customers so that the terms of any new agreement negotiated by Vantage Towers Czech Republicwith these customers on behalf of Vodafone Czech Republic will be on the then-current terms of the existingagreement between the relevant parties As Vantage Towers Czech Republic will perform Vodafone CzechRepublicrsquos obligations under certain customer and landowner contracts that remain with Vodafone CzechRepublic Vantage Towers Czech Republic will indemnify Vodafone Czech Republic against any third-partyclaims in respect of the Czech Consent Required Sites or the Passive Infrastructure thereon except to the extentthe claim results from Vodafone Czech Republicrsquos own failures

213

Unless agreed otherwise the PMA Equipment Services exclude the same services excluded under theVodafone MSAs

Vantage Towers Czech Republic must perform the services so as to meet or exceed service levels on thesame terms and subject to the same conditions as those in the Vodafone MSAs See ldquo17122 Servicesrdquo

171613 Charges and Payments

The charges paid by Vodafone Czech Republic to Vantage Towers Czech Republic for services performedunder the Czech PMA comprise the same charges administered under the Vodafone MSAs but include a smalldiscount to reflect the fact that the Czech Consent Required Sites are still owned by Vodafone Czech RepublicSee ldquo1712 Vodafone MSAsrdquo In addition Vantage Towers Czech Republic is entitled to receive all of therevenue from other customers in respect of the Czech Consent Required Sites and the Passive Infrastructurethereon

As is the case under the Vodafone Czech MSA until the earlier of the installation of sub-meters at therelevant Czech Consent Required Site and three years after the effective date of the Czech PMA VodafoneCzech Republic pays Active Energy charges in respect of its active equipment on the basis of the interimestimated model Thereafter Active Energy charges are based on the long-term model calculated according toactual usage

Under the Czech PMA Vantage Towers Czech Republic is responsible for undertaking any upgradesmodifications or maintenance in respect of a Czech Consent Required Site however Vodafone Czech Republicwill reimburse Vantage Towers Czech Republic for all capital expenditure related to Site modifications ordeployment where it has been incurred in accordance with good industry practice

Vantage Towers Czech Republic is responsible for the monthly payment to Vodafone Czech Republic ofan amount equal to the accrued monthly depreciation related to the Sites and the Passive Infrastructure

Vantage Towers Czech Republic is responsible for ensuring payment from a bank account nominated byVodafone Czech Republic of any invoices received by Vodafone Czech Republic for amounts due tolandowners third parties in respect of rights of way and energy providers Vantage Towers Czech Republicthen arranges for this amount to be recharged from Vodafone Czech Republic to Vantage Towers CzechRepublic


Vodafone Czech Republic may exercise rights in certain circumstances and both parties are subject to thegovernance structure agreed between the Vodafone Group and the Vantage Towers Group See ldquo171212Enhanced Cooperationrdquo

171615 Certain Common Provisions with the Vodafone MSAs

Other than as set out above and subject to amendments required to reflect the portfolio managementagreement construct the Czech PMA contains the same rights and obligations with regard to the followingareas as those set out in the Vodafone MSAs (i) Site space additions modifications upgrades requested byVodafone Czech Republic (ii) reserved Site space (iii) active sharing (iv) Site exits (v) decommissioning and(vi) Strategic and Critical Sites See ldquo1712 Vodafone MSAsrdquo The caps on Strategic Sites and Critical Sitesapply to the total numbers of Strategic Sites and Critical Sites respectively under both the Czech PMA and theVodafone Czech MSA

17162 Romanian PMA

On November 16 2020 Vantage Towers Romania and Vodafone Romania entered into the RomanianPMA a portfolio management agreement in respect of the Romania Registration Required Sites and the PassiveInfrastructure thereon The Romanian PMA was amended on December 7 2020

The Romania demerger is taking place in two phases because the Romania Registration Required Assetsrequire registration with the local land registry before they can be legally transferred to a third party whichmeant that not all of the legal titles to Vodafone Romaniarsquos GBTs and consequently the Sites where thoseassets are present could be transferred in a single phase Under phase 1 of the Romania demerger VodafoneRomania retained the legal ownership of the Romania Registration Required Sites but transferred the entireeconomic activity including the net economic benefits associated with and the right to exploit the RomaniaRegistration Required Sites along with legal ownership of all other Sites to Vantage Towers Romania

214

Subject to the terms and conditions of the Romanian PMA Vantage Towers Romania will manage theRomania Registration Required Sites and the Passive Infrastructure thereon and will facilitate VodafoneRomaniarsquos and other customersrsquo use of space on the Passive Infrastructure to install and operate theirequipment for the purpose of operating telecommunications networks

The material terms of the Romanian PMA are the same as those of the Czech PMA set out above except

bull Services Other customer management services are provided for a specified and limited time periodin respect of Vodafone Romaniarsquos agreements with certain other MNOs When requested by VodafoneRomania and agreed to by Vantage Towers Romania services also include third-party relationshipand contract management Vodafone Romania has retained defined rights with regard to certaincustomer relationships and for some Sites certain landowner management services will be outsourcedunder the Romanian Long-Term Services Agreement

bull Duration There is a general obligation under the Romanian PMA for Vantage Towers Romania touse reasonable endeavors to register the Romania Registration Required Assets by no later thanAugust 30 2022 However a minority of those assets may not be capable of registration due tomissing or defective paperwork The associated Romania Registration Required Sites would not becapable of transfer and would remain in the ownership of Vodafone Romania and subject to the termsof the Romanian PMA

bull Power of attorney The power of attorney applies in relation to Vodafone Romaniarsquos relationshipswith landowners and other third parties

bull Sub-licensing Vodafone Romania may not sublicense or sublease any Romania RegistrationRequired Asset without Vantage Towers Romaniarsquos prior written consent

bull Charges and Payments The charges paid by Vodafone Romania to Vantage Towers Romania forservices performed under the Romanian PMA comprise the same charges administered under theVodafone MSAs There is no discount on charges under the Romanian PMA


In each of Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland thelocal Group company has entered into a Procurement Agreement with the VPC The Procurement Agreementsare standard procurement contracts to procure goods and services The principal provisions of the ProcurementAgreements are set out below however the specific provisions of each agreement may vary from country tocountry

17171 Duration

Each Procurement Agreement has an indefinite duration subject to the termination rights of the partiesThe parties may terminate a Procurement Agreement on twelve monthsrsquo notice subject in the case of theGroup company to two years having passed since the effective date of the respective Procurement AgreementThe VPC may terminate a Procurement Agreement on six monthsrsquo notice if there is a change in control of thelocal Group company The Procurement Agreements also contain certain other customary termination rights

In the event of the termination or cancellation of the Procurement Agreement or a VPC Deliverable orservice that the local Group company believes requires a staged transition the VPC will continue to procureand supply such VPC Deliverable or service on the same terms and conditions for a period of up to twelvemonths unless otherwise agreed between the parties

17172 Deliverables and Services

The Procurement Agreements govern the relationship between the VPC and the Group companies inrelation to the procurement and supply of all VPC Deliverables falling within a particular Migrated Category(as defined below) under the standard model and where applicable products services and systems (beingcombinations of products and third-party services integrated and operated together) through the agency modelA ldquoVPC Deliverablerdquo is any product third-party service system or material supplied created or performed bythe VPC or otherwise agreed that are included in the VPC price book and offered by the VPC on the standardmodel to the Group company

The VPC divides supply chain activities into five main types of procurement categories (i) networks(ii) IT (iii) services (iv) service platforms and (v) original design manufacturer (Vodafone branded or originaldesign manufacturer) terminals Under the terms of the Procurement Agreements the VPC after receiving a

215

positive recommendation from the Vodafone Grouprsquos Supply Chain Management Board (the ldquoProcurementAgreement Governance Bodyrdquo) determines which procurement categories it is responsible for (a ldquoMigratedCategoryrdquo) and whether the procurement of a particular product third-party service or system will beconducted using the standard model or the agency model The VPC reviews and sets the strategies for thecommercial delivery of the products third-party services and systems in the Migrated Categories

Once the VPC has become responsible for a Migrated Category and has communicated this to the Groupcompany the Group company is not permitted to purchase any product third-party service or system fallinginto such Migrated Category from a third party without the VPCrsquos consent If a Group company is alreadypurchasing such a product third-party service or system at the time the Migrated Category is designated and itis included in a price book offered to the Group company by the VPC or is available for purchase under anagreement entered into or negotiated by the VPC on behalf of the Group company the Group company mustterminate its purchase of the respective product third-party system or service The Group company must givethe VPC notice if it intends to purchase a particular product third-party service or system in a MigratedCategory

The standard model allows the local Group company to purchase Procurement Agreement Servicesdirectly from the VPC Under the agency model VPC acts as the Group companyrsquos agent sourcing productsand services to the Group companyrsquos specification and negotiating and where appropriate executing supplyagreements and managing the ongoing commercial relationships with suppliers The standard terms andconditions may be amended or supplemented for the procurement of a particular good or service In thesecircumstances the VPC prepares a summary of proposed terms which the local Group company reviews andcan suggest negotiation parameters and modifications If the local Group company does not provide anymodifications to the standard terms then it is deemed to have accepted the terms In the event that standardmodel terms have to be amended or supplemented in order to enable the procurement of a particular productthird-party service or system including for a particular third-party supplier the Group company has the right toaccept or reject such amendments or supplements

Under the Procurement Agreements the VPC may negotiate arrangements and make commitmentsregarding supply volumes and minimum spend guarantees with third-party suppliers for the benefit of theVodafone Group and Group companies Such proposed commitments are discussed with the ProcurementAgreement Governance Body the local Group company and any other Vodafone Group or Group companywith which the VPC has entered into a Procurement Agreement The local Group company and such otherparties are each required to give VPC notice of the share of the proposed commitment they are willing toaccept The VPC then allocates the level of commitment to the respective Group company (not to exceed suchcompanyrsquos proposal) after considering all proposed local commitments and taking into account therecommendation of the Procurement Agreement Governance Body If there is a discrepancy between theproposed commitment and the allocated commitment then there is an escalation procedure to resolve theconflict in good faith Additionally the local Group company is required to indemnify VPC for costs andclaims resulting from defaults or breaches of the confirmed commitment

The VPC has committed to using its best endeavors to procure that third-party suppliers comply withquality assurance and business continuity obligations Any failure in the performance of third-party servicesentitles the Group company to service credits

The VPC bears the risk of loss or damage to any product or any documentation necessary to the planninginstallation acceptance operation or maintenance of a VPC Deliverable until acceptance in line with theprocedure set out in the respective Procurement Agreement or delivery (as applicable) The Group companymay reject any VPC Deliverable that is subject to acceptance procedures and fails such procedures or within20 business days of delivery any VPC Deliverable that is not subject to acceptance procedures but is found tobe non-compliant with specifications or the terms of the respective Procurement Agreement


In each of Germany Spain Greece Portugal the Czech Republic Romania Hungary and Ireland thelocal Vantage Towers Group company has entered into an inter-company agreement with VGSL for groupsupport services The Support Agreements are based on a standard form that VGSL enters into with othermembers of the Vodafone Group The principal provisions of the Support Agreements are set out below

17181 Duration

The Support Agreements have an indefinite duration subject to the ability of the parties to terminate theagreement on twelve monthsrsquo prior notice VGSL may terminate a Support Agreement if Vodafone Group Plc

216

holds 50 or less of the issued share capital in the Group company that is party to the respective SupportAgreement The parties also have termination rights in the case of insolvency material breach of law orunremedied breach of obligations under the respective Support Agreement Both parties may terminate specificservices on a case-by-case basis with the other partyrsquos consent

17182 Services

The Support Agreements govern the ongoing services that VGSL provides to Group companies on anequivalent basis to those that it provides to other operating companies within the Vodafone Group This supportincludes HR services finance services technology and IT services and other group support function servicesincluding Vodafone shared services where relevant Services are performed on a reasonable endeavors basiswith limited liability for service delivery

The Support Agreements also include obligations on VGSL to meet the higher of previous servicestandards or the standard of service provided to the majority of other Vodafone companies that have enteredinto Support Agreements VGSL must use reasonable endeavors to provide relevant information on servicelevels when requested Either party may trigger an escalation process in the event of a dispute arising out of orin connection with service levels

17183 Charges

Charges are calculated based on an allocation of costs between service recipient entities

1719 VSSB MCA

On May 25 2020 the Company (known then as Vodafone Towers Germany GmbH) and VSSB enteredinto a multi-currency loan agreement for the making of advances up to a balance of EUR 110 million Thepurpose of the agreement is to allow the Company to participate in Vodafonersquos multi-currency cashmanagement system from which it can obtain funds for general corporate purposes or deposit with VSSBUnder the VSSB MCA daily transfers of currency balances will take place between the Company and VSSBthat will concentrate currency balances in the bank account of VSSB

The VSSB MCA has an unlimited duration subject to the ability of either party to terminate the agreementon 10 business daysrsquo notice VSSB may terminate the VSSB MCA with notice if the Company ceases to be asubsidiary of Vodafone Group Plc In this case all outstanding amounts under the facility will becomeimmediately due and payable

Interest accrues on all amounts paid to the Company under the VSSB MCA at an annual rate equal to theone-month reference rate for the currency in which the drawing is made as shown on Bloomberg plus a marginof 0125 If such Bloomberg reference rate is not available the reference rate is LIBOR Interest is calculatedat the end of each day during a calendar month on the basis of a 360365-day year and is paid in the currencyof the advance in arrears at the end of each month

The VSSB MCA is available on a revolving calendar month basis Amounts are transferred under theagreement via a cash sweeping arrangement between the respective bank accounts of the Company and VSSBEach party must repay all advances under the agreement in full at the end of each calendar month at whichtime any loans under the VSSB MCA are reset to zero

Under the VSSB MCA if the Company enters into a loan agreement that is senior to the VSSB MCAwithout the consent of VSSB this may constitute an event of default The agreement also contains othercustomary events of default Upon the occurrence of an event of default VSSB may cancel the facilityeffective immediately or declare all balances immediately due and payable subject to a right of set-off

17110 Vodafone Germany MCA

On May 26 2020 the Company (known then as Vodafone Towers Germany GmbH) and VodafoneGermany entered into the Vodafone Germany MCA for the making of advances up to a balance ofEUR 250 million The purpose of the agreement is to allow the Company to participate in Vodafonersquos multi-currency cash management system from which it can obtain funds for general corporate purposes or depositfunds with Vodafone Germany The Vodafone Germany MCA contains similar principles as described abovewith respect to the VSSB MCA

217

17111 Indemnification Agreement

On March 8 2021 the Company entered into an indemnification agreement with Vodafone Group Plc andthe Existing Shareholder (the ldquoIndemnification Agreementrdquo) Under this Indemnification AgreementVodafone Group Plc and the Existing Shareholder have agreed to jointly and severally indemnify and holdharmless the Company from certain liabilities losses and damages resulting from or related to the Offeringincluding reasonable legal costs related to the defense against Offering-related claims subject to any deductionfor such damages of the Company reimbursed through any IPO-related insurance In addition VodafoneGroup Plc and the Existing Shareholder have agreed to jointly and severally reimburse the Company for allreasonable fees costs and expenses incurred in connection with the preparation and the execution of theOffering


For more information on the INWIT Shareholdersrsquo Agreement see ldquo16211 INWIT ShareholdersrsquoAgreementrdquo


For more information on the Cornerstone Shareholdersrsquo Agreement see ldquo16212 CornerstoneShareholdersrsquo Agreementrdquo


For more information on the Vodafone Investments Facility see ldquo16213 Vodafone Investments Facilityrdquo

172 Transactions with Related Parties in the Past

During the period ended on March 31 2019 the Company (named Blitz D19-410 GmbH at that time) wasa shelf company and did not enter into transactions with related parties During the twelve months endedMarch 31 2020 the Company (named Vodafone Towers Germany GmbH at that time) did not have anyoperations and did not enter into transactions with related parties

For a description of the transactions with related parties during the six months ended September 30 2020see Note 8 of the Audited Six-Month Condensed Combined Interim Financial Statements and during the threemonths ended December 31 2020 see Note 8 of the Unaudited Three-Month Condensed Combined InterimFinancial Statements

As part of the Reorganization the members of the Vantage Towers Group and members of the VodafoneGroup entered into various agreements governing aspects of the transactions which comprised theReorganization These included amongst others demerger agreements hive-down and spin-off agreementsframework agreements business transfer agreements share purchase agreements share transfer agreementsand related agreements For further details regarding the transactions during this period related to theReorganization see ldquo3 Reorganizationrdquo

For an overview regarding the compensation of the key management during the six months endedSeptember 30 2020 see Note 8 of the Audited Six-Month Condensed Combined Interim Financial Statementsand during the three months ended December 31 2020 see Note 8 of the Unaudited Three-Month CondensedCombined Interim Financial Statements

218

18 REGULATORY ENVIRONMENT

181 Telecommunications Regulation

In EU member states the telecommunications industry is subject to regulation at the European andnational levels however as a general matter Passive Infrastructure and Passive Infrastructure operators likeVantage Towers and its co-controlled joint ventures INWIT and Cornerstone are not subject to specific sector-related telecommunications regulation at the European level and are either not subject to sector-specificregulation or are subject to minimal sector-specific regulation at the national level

1811 EU Telecommunications Regulation

At the European level the principal telecommunications legislation is the European ElectronicCommunications Code 2020 (the ldquoEECC Coderdquo) which was established by the Directive (EU) 20181972of the European Parliament and of the Council of December 11 2018 and sets out a harmonized frameworkfor the regulation of telecommunications networks and services as well as associated facilities and servicesThe main objectives of the EECC Code are to develop high capacity telecommunications networks and ensuresustainable and effective competition between network operators and the interoperability of telecommunicationsservices while protecting the accessibility and security of such networks and promoting the interests of endusers EU member states were required to implement the EECC Code including its principles of transparencynon-discrimination and proportionality through national law by December 21 2020 As of the date of thisProspectus Hungary and Greece had implemented the EECC Code in national legislation and Germany SpainRomania Portugal the Czech Republic and Ireland were in the process of implementing the EECC Code

The EECC Code is based on the principle of asymmetric market regulation meaning that it applies only tomarkets designated by national regulatory authorities (ldquoNRAsrdquo) and only regulates entities with significantmarket power Under the EECC Code NRAs may choose to designate a particular market for regulationif (i) there are high and non-transitory barriers to market entry (ii) there is an absence of a trend towardeffective competition in the market within a particular time period and (iii) the application of competition lawalone is insufficient to address the competition issues within the market The EECC Code applies to theoperation of telecommunications networks and therefore as a general matter Passive Infrastructure operatorslike Vantage Towers are not subject to its provisions Currently neither Passive Infrastructure nor any part of itis identified as a regulated market in the European Commissionrsquos market list Furthermore the focus of NRAregulation under the EECC Code is the regulation of electronic communications services for the benefit ofend-users The EECC Code allows and places limits on the regulation of the wholesale-market includingPassive Infrastructure operators like the Group and its co-controlled joint ventures INWIT and CornerstoneHowever aspects of the EECC Code may impact Passive Infrastructure operators as providers of facilitiesassociated with telecommunications networks

The EECC Code permits NRAs to impose colocation and sharing obligations on MNOs in order to protectthe environment public health and public security or to meet national and local planning objectivesFurthermore under the EECC Code NRAs may attach conditions to spectrum grants to MNOs includingcommitments to share Passive Infrastructure or Active Equipment to ensure effective and efficient use ofspectrum to promote coverage or to encourage competition The EECC Code permits NRAs to impose accessobligations in connection with spectrum grants to ensure effective and efficient use of spectrum or promotecoverage In addition under the EECC Code NRAs may make the grant amendment or renewal of rights ofuse for spectrum conditional on wholesale access to promote effective competition and to avoid distortions ofcompetition Similar obligations may be imposed to provide network access to end users in areas with deficientor limited coverage due to economic or physical obstacles

1812 EU Member State Regulation

In the EU member states in which the Group and INWIT operate telecommunications legislation generallyprovides an overall framework in which MNOs can deploy and develop their networks Accordingly PassiveInfrastructure operators like Vantage Towers and INWIT are generally not subject to particular sector-relatedregulation or are subject to limited regulation as a result of their role in supporting national mobile networks

In Germany Spain Greece Ireland and Italy NRAs have not designated Passive Infrastructure operatorsas being subject to specific sector-related regulation and the local Group company and INWIT are notdesignated as regulated entities However in these jurisdictions Vantage Towers or INWIT may in certaincircumstances be required to grant access to MNOs (or other network operators or infrastructure providers)seeking to take actions with regard to Active Equipment

219

The Group is subject to specific sector-related regulation in Portugal the Czech Republic Romania andHungary where it is regulated and is required to register as a provider of electronic communications servicesandor an operator of a public communications network under the applicable telecommunications legislation InPortugal Passive Infrastructures must be run as an open platform and insofar as technically possible accessmust be granted to all MNOs which request access to or use of such Passive Infrastructure The Decree-Law1232009 establishes a general cost orientation principle on remuneration which will be further developed inregulations to be issued by the National Communications Authority A draft of the regulation has been preparedand was subject to public consultation In the Czech Republic Romania and Hungary the Group is required togrant another operator of a public communications network access to its Passive Infrastructure if such operatorrequests access for the installation maintenance or movement of Active Equipment In each of thesejurisdictions the Group receives compensation for such access However as a general matter PassiveInfrastructure operators in Portugal the Czech Republic Romania and Hungary are not subject to theauthorization license notification and similar requirements to which regulated MNOs are subject

1813 UK Regulation

The principal telecommunications law in the United Kingdom is the Communications Act 2003 (theldquoCommunications Actrdquo) The Communications Act grants authority to the Office of Communications(ldquoOfcomrdquo) the UKrsquos national regulatory authority for communications The UK Electronic CommunicationsCode which forms part of the Communications Act includes statutory rights for providers of electroniccommunications networks andor system infrastructure designated by Ofcom (a ldquoCode Operatorrdquo) OnMay 25 2017 Cornerstone was granted rights to install and maintain apparatus on under and over publicspaces simplified planning procedures and rights that can be enforced against private landowners CodeOperators are required to share the use of communications apparatus where practicable and install sufficientapparatus allowing for estimated growth in demand for communications services using such apparatus Ofcommay also impose infrastructure sharing conditions on Code Operators to encourage efficient investment intelecommunications infrastructure

Under the UK Electronic Communications Code the prices that landowners in the United Kingdom cancharge for a Code Operatorrsquos use of the landownerrsquos property is regulated The UK Electronic CommunicationsCode implements a ldquono schemerdquo valuation system if a code agreement is mandated or the court specifies termswhere the landowner and Code Operator cannot reach agreement The valuation of the rent is then based onmarket value to the landowner as opposed to any value attributable to the intention of the Code Operatorregarding current or future use of the Site as part of its network

182 Other Laws and Regulations

In the ordinary course of constructing its Passive Infrastructure and providing its services the Group isrequired to obtain maintain and routinely renew a variety of licenses authorizations and other permits fromadministrative and regulatory agencies in the markets in which it operates as well as rights-of-way fromutilities and other private and governmental entities This includes compliance with municipal building safetylaws which may require building permits depending on certain aspects of the Passive Infrastructure includingits height as well as municipal planning regulations

In addition Vantage Towers must comply with environmental and health and safety regulations inconnection with its business These include requirements relating to EMF the handling of electricalinstallations construction maintenance and lifting works transport warehousing and vehicle safety and wastemanagement The Group is also subject to state building safety laws and municipal planning laws pursuant towhich it must obtain certain permits and licenses in order to conduct its business

Furthermore Vantage Towers INWIT and Cornerstone are impacted by coverage obligations imposed onMNOs by national regulators which increase demand for the Grouprsquos services Coverage obligations areregulatory requirements to provide network coverage of certain quality over areas prescribed by variousgovernments and regulators in connection with spectrum auctions National regulators have been focused onusing coverage obligations to (i) increase coverage in rural areas (ie provide good voice and data servicesacross less populated areas) (ii) prioritize coverage of major terrestrial paths such as national roads and railtransport routes and (iii) ensure minimum mobile data connection speed targets contained in national andEuropean directives are met In Germany MNOs must provide coverage for 98 of households with more than100Mbit per second download speed by 2022 road and rail coverage 1000 new 5G base stations and 500 basestations in lsquowhite spotrsquo areas Similarly in Italy 700MHz and 37GHz spectrum allocated at the 5G spectrumauction in October 2018 included stringent coverage obligations MNOs are required to provide 80 and994 of the population with 5G network coverage within three years (or four years for new entrants) and four

220

and a half years respectively of auctioned spectrum becoming available in 2022 In the United Kingdomgovernment coverage obligations on 700MHz spectrum at the next spectrum auction have been replaced by anindustry-led SRN which provides for individual MNO coverage commitments In Spain the 700MHz spectrumauction is expected to take place during the first half of 2021 It is expected that the auction will includecoverage obligations requiring 100 coverage for towns of more than 20000 inhabitants within three years aswell as to motorways dual carriageways and multi-lane roads and high-speed railway passenger stations InPortugal the 5G spectrum auction for new entrant MNOs (for the 900 MHz and 1800 MHz bands) finished inJanuary 2021 while the 5G spectrum auction for existing MNOs is ongoing and is expected to finish in thefirst quarter of 2021 MNOs acquiring spectrum in the auctions will be required to provide 5G coverage to 95of the countryrsquos total population by 2025 In Greece new obligations attaching to the 2GHz 35GHz 26GHzand 700MHz auctions in December 2020 include population coverage within the first three years a 100 Mbpsminimum level of downloaded data throughputs and a minimum of 300 5G Sites to be installed for the34-38 GHz spectrum Voluntary 5G coverage obligations are being expanded in Hungary and are already inplace in the Czech Republic They are also expected to be applied to spectrum expected to be auctioned inRomania and Ireland

221

19 INFORMATION ON THE COMPANYrsquoS EXISTING SHAREHOLDER

191 Current Shareholder

Prior to the completion of the Offering the Companyrsquos sole shareholder is Vodafone GmbH as theExisting Shareholder which is wholly owned by Vodafone Group Plc through Vodafone InvestmentsLuxembourg Sagraverl (ie Vodafone Investments) and Vodafone International 2 Limited two wholly ownedindirect subsidiaries of Vodafone Group Plc Vodafone Group Plc is a FTSE 100 English company listed on themain market for listed securities of the London Stock Exchange Plc and the NASDAQ Global SelectMarket LLC

The Existing Shareholder is a company with limited liability (Gesellschaft mit beschraumlnkter Haftung)organized under the laws of Germany and registered with the commercial register (Handelsregister) of the localcourt (Amtsgericht) of Duumlsseldorf Germany under HRB 38062 The registered office (Sitz) of the ExistingShareholder is in Duumlsseldorf Germany its business address is Ferdinand-Braun-Platz 1 40549 DuumlsseldorfGermany

Vodafone Group Plc is a public limited company incorporated in England and Wales The registered office(Sitz) of Vodafone Group Plc is Vodafone House The Connection Newbury Berkshire RG14 2FN England

Each share of the Company carries one vote at the general meeting of the Company All of the Companyrsquosshares confer the same voting rights There are no restrictions on voting rights The following table sets forththe Companyrsquos ownership structure as of the date of this Prospectus as well as the expected ownership structureupon completion of the Offering

Actual (direct) Ownership

As of the dateof this

Prospectus


are placed noplacement ofAdditional


the UpsizeOption) andno placement

of Over-AllotmentShares (no





the UpsizeOption and noplacement of

Over-AllotmentShares (no



are placed allOver-

AllotmentShares are


GreenshoeOption and noplacement ofAdditional


the UpsizeOption))(1)




the UpsizeOption and all

Over-AllotmentShares are


GreenshoeOption)(1)

(in )Existing Shareholder 10000 8243 7803 7979 7540Digital Colony mdash 439 439 439 439RRJ Capital mdash 395 395 395 395Public float(2) mdash 923 1362 1186 1626Total 10000 10000 10000 10000 10000

Notes

(1) Assuming an Offer Price at the low end of the Price Range of EUR 2250

(2) Includes Offer Shares that will be preferentially allocated to affiliates of Crystal Almond

192 Controlling Interest

As of the date of this Prospectus Vodafone Group Plc through the Existing Shareholder owns indirectly100 of the voting rights in the Company and therefore is considered to hold a controlling interest in theCompany pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- undUumlbernahmegesetz)

Following completion of the Offering and assuming placement of the maximum number of Base Sharesplacement of the maximum number of Additional Base Shares and full exercise of the Upsize Option andplacement of the maximum number of Over-Allotment Shares and full exercise of the Greenshoe Option theExisting Shareholder will continue to hold 7540 of the Companyrsquos share capital As a result the ExistingShareholder and indirectly Vodafone Group Plc will continue to indirectly hold a controlling interest in theCompany pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- undUumlbernahmegesetz)

222

20 GENERAL INFORMATION ON THE GROUP

201 Formation Incorporation History and Share Capital

The Company was formed as a shelf German limited liability company (Gesellschaft mit beschraumlnkterHaftung) under the laws of Germany by Blitz Erste Gruumlndungs GmbH in a notarial foundation deed(Gruumlndungsurkunde) dated February 18 2019 Its legal name (Firma) was ldquoBlitz D19-410 GmbHrdquo with itsregistered office (Sitz) in Duumlsseldorf Germany The Company was registered with the commercial register(Handelsregister) of the local court (Amtsgericht) of Duumlsseldorf Germany on February 28 2019 underHRB 85940

By share purchase agreement in the form of a notarial deed dated December 2 2019 Vodafone Germanyacquired 100 of the shares in the Company from Blitz Erste Gruumlndungs GmbH Subsequently the Companychanged its name to Vodafone Towers Germany GmbH registered with the commercial register(Handelsregister) on December 5 2019 and further changed its name to Vantage Towers GmbH registeredwith the commercial register (Handelsregister) on July 16 2020

On January 18 2021 the Companyrsquos shareholdersrsquo meeting resolved to change the Companyrsquos legal forminto a German stock corporation (Aktiengesellschaft) under the legal name ldquoVantage Towers AGrdquo TheCompany and the changes in its legal form and legal name were registered with the commercial register(Handelsregister) of the local court (Amtsgericht) of Duumlsseldorf Germany on January 26 2021 underHRB 92244

As of the date of this Prospectus the Companyrsquos share capital (Grundkapital) amounts toEUR 505782265 and has been fully paid up The Company was established with an original share capitalof EUR 25000 against contribution in cash On May 4 2020 the shareholdersrsquo meeting of the Company(named Vodafone Towers Germany GmbH at that time) resolved to increase the share capital from EUR 25000by EUR 274975000 to EUR 275000000 by issuing 274975000 new shares in the Company (the ldquoFirstCapital Increaserdquo) This First Capital Increase was carried out for the purpose of implementing the GermanHive-Down (see ldquo31 German Reorganizationrdquo) by way of contribution in kind (Sachkapitalerhoumlhung) Asconsideration Vodafone Germany received 274975000 new shares in the Company The consummation of thisFirst Capital Increase was registered with the commercial register (Handelsregister) of the Company at thelocal court (Amtsgericht) of Duumlsseldorf on May 19 2020 (see ldquo212 Development of the Share Capitalrdquo)

On November 17 2020 the shareholdersrsquo meeting of the Company (named Vantage Towers GmbH at thattime) resolved to further increase the share capital from EUR 275000000 by EUR 189504358 toEUR 464504358 by issuing 189504358 new shares in the Company to Vodafone Germany (the ldquoSecondCapital Increaserdquo) This Second Capital Increase was carried out in consideration for Vodafone Germanyrsquospayment of EUR 189504358 in cash (Barkapitalerhoumlhung) by Vodafone Germany to the Company Theconsummation of this Second Capital Increase was registered with the commercial register (Handelsregister) ofthe Company at the local court (Amtsgericht) of Duumlsseldorf Germany on December 4 2020 (seeldquo212 Development of the Share Capitalrdquo)

On January 7 2021 the shareholdersrsquo meeting of the Company (named Vantage Towers GmbH at thattime) resolved to further increase the share capital from EUR 464504358 by EUR 41277907 toEUR 505782265 by issuing 41277907 new shares in the Company (the ldquoThird Capital Increaserdquo) ThisThird Capital Increase was carried out in consideration for Vodafone Germanyrsquos payment of EUR 41277907in cash (Barkapitalerhoumlhung) by Vodafone Germany to the Company As consideration Vodafone Germanyreceived 41277907 new shares in the Company The consummation of the Third Capital Increase wasregistered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) ofDuumlsseldorf Germany on January 14 2021

202 Commercial Name Registered Office and Legal Entity Identifier

The Company is a stock corporation (Aktiengesellschaft) incorporated under the laws of the FederalRepublic of Germany having its registered office (Sitz) and its headquarters in Duumlsseldorf Germany The legalname of the Company is Vantage Towers AG It is registered with the commercial register (Handelsregister) ofthe local court (Amtsgericht) of Duumlsseldorf under HRB 92244 The Companyrsquos LEI is213800BBQO965UPQ7J59

The Company is the Grouprsquos parent company The Company and the Group operate under the commercialname ldquoVantage Towersrdquo

223

The Companyrsquos registered business address is at Prinzenallee 11mdash13 40549 Duumlsseldorf Germany(telephone +49 211 617120) The Companyrsquos website is (wwwvantagetowerscom) Information contained onthe Companyrsquos website is not incorporated by reference in this Prospectus and does not form part of thisProspectus

203 Financial Year and Duration

The Companyrsquos financial year ends on March 31 of each calendar year The Company was established foran unlimited period of time

204 Corporate Purpose

According to Article 2 of the Articles of Association the objects of the Company are the acquisitionleasing construction holding maintenance management or marketing leasing out and operation of passivemobile communications network infrastructures such as bearing structures of any kind which may be used forthe installation of active radio and transmission technology (eg antennas roofs chimneys or other Sites orspaces) and any other components of passive network infrastructure as well as the provision of any relatedservices (such as building fiber lines small cells special event cells and the fiberization of backhaul)

The Company is entitled to take any action and any business measures which seem to be directly orindirectly suitable required or useful to achieve the objects of the Company

The Company may establish branches and establish acquire or participate in other entities of the same ora similar type or manage such entities or limit itself in whole or in part to managing its participations inGermany and abroad or develop further areas of activity based on the aforementioned objectives It may alsohive down its business in whole or in part to any of its affiliates

205 Group Structure

The Company is the parent company of the Group The following diagram sets forth a summary (insimplified form) of the Companyrsquos position within the Vodafone Group and of the Companyrsquos significantsubsidiaries as of the date of this Prospectus The shareholdings presented also include shareholdings inaffiliated companies pursuant to sections 15 et seq AktG

Vantage TowersSpain






VG Plc

VodafoneInvestments

VEBV

VI2

VodafoneGermany

Company

CTHC


9010

INWIT

50




9987

62(3)332

100

100

100

100

100(2)

100 100 100 100 100 100

100

100

Notes(1) Vantage Towers Czech Republic 2 will transfer to the Group during phase 2 of the legal separation of Vodafonersquos towers business in Czech

Republic For more information see ldquo3214 Czech Republicrdquo(2) The Company owns 100 of the ordinary shares in CTHC VEBV holds one special share in CTHC For more information see

ldquo322 Consolidation under CTHC and Issuance of a Special Share in CTHCrdquo(3) CTHC will acquire the remaining 38 of Vantage Towers Greece after an option to purchase it was triggered by the Companyrsquos publication of

its ldquoIntention to Floatrdquo announcement on February 24 2021 The acquisition is expected to complete seven calendar days after Admission Seeldquo34 Acquisition of the Remaining 38 of Vantage Towers Greece by CTHCrdquo for more details

224

Legend

Defined Term Legal Name Country of Incorporation

Company Vantage Towers GmbH GermanyCTHC Central Tower Holding

Company BVNetherlands


England and Wales

INWIT Infrastrutture WirelessItaliane SpA

Italy

Vantage Towers Czech Republic Vantage Towers SRO Czech RepublicVantage Towers Czech Republic 2 Vantage Towers 2 SRO Czech RepublicVantage Towers Hungary Vantage Towers Zrt HungaryVantage Towers Ireland Vantage Towers Limited IrelandVantage Towers Portugal Vodafone Towers Portugal SA PortugalVantage Towers Romania Vantage Towers SRL RomaniaVantage Towers Spain Vantage Towers SLU SpainVEBV Vodafone Europe BV NetherlandsVG Plc Vodafone Group Plc England and WalesVodafone Investments Vodafone Investments

Luxembourg SAgraveRLLuxembourg

VI2 Vodafone International 2 Limited Jersey (England and Wales residentfor tax purposes)

Vodafone Germany Vodafone GmbH GermanyVantage Towers Greece Vantage Towers SA GreeceVodafone Greek TowerCo Vodafone Greece Towers SA GreeceWind Hellas Greek TowerCo Crystal Almond Towers Single

Member SAGreece

206 Significant Subsidiaries

The following table presents an overview of the Grouprsquos significant subsidiaries as of the date of thisProspectus

Legal name Registered office (Sitz) Segment

Direct andorindirectInterest

Central Tower HoldingCompany BV Rivium Quadrant 175

6th floor 2909 LC Capelle aanden IJssel the Netherlands


100(1)

Vantage Towers SL Avenida de Ameacuterica 115Madrid 28042 Spain

Spain 100

Vantage Towers Limited Mountainview LeopardstownDublin 18 Ireland


100

Vantage Towers SA 1-3 Tzavella str Halandri15231 Attica Greece

Greece 62(2)

Vodafone Towers Portugal SA Avenida Dom Joatildeo II nordm 368ordm Parque das Naccedilotildees 1998-017 Lisboa parish of Parquedas Naccedilotildees municipality ofLisbon Portugal


100

Vantage Towers sro Zaacutevišova 5025 Nusle 140 00Prague 4 Czech Republic


100

Vantage Towers SRL 201 Barbu Vacarescu Stmezzanine rooms 1 2 and 3District 2 Bucharest Romania


100

Vantage Towers Zrt 1096 Budapest Lechner Oumldoumlnfasor 6 Hungary


100

Notes(1) The Company owns 100 of the ordinary shares in CTHC VEBV holds one special share in CTHC For more information see

ldquo322 Consolidation under CTHC and Issuance of a Special Share in CTHCrdquo

(2) CTHC will acquire the remaining 38 of Vantage Towers Greece after an option to purchase it was triggered by the Companyrsquospublication of its ldquoIntention to Floatrdquo announcement on February 24 2021 The acquisition is expected to complete seven calendardays after Admission

225

207 Auditor

The Company appointed EY as auditor of (i) the unconsolidated annual financial statements of theCompany to be prepared in accordance with German GAAP pursuant to the HGB as of and for the twelvemonths ending March 31 2021 and (ii) the consolidated financial statements of the Group to be prepared inaccordance with IFRS as of and for the financial year March 31 2021

EY audited (i) the unconsolidated (separate) financial statements of the Company prepared in accordancewith German GAAP pursuant to the HGB as of and for the abbreviated financial year ended March 31 2020(ii) the unconsolidated financial statements of the Company prepared in accordance with IFRS as of March 312019 and for the period from February 28 2019 to March 31 2019 (iii) the unconsolidated financialstatements of the Company prepared in accordance with IFRS as of and for the twelve months ended March 312020 and (iv) the condensed combined interim financial statements of the Group as of and for the six monthsended September 30 2020 on each of which EY has issued an independent auditorrsquos report

EY is a member of the German Chamber of Public Accountants (Wirtschaftspruumlferkammer)Rauchstraszlige 26 10787 Berlin Germany

208 Announcements and Paying Agent

Pursuant to the Articles of Association the Companyrsquos announcements are published in the GermanFederal Gazette (Bundesanzeiger) Should a different form of publication be mandatory by law such form ofpublication shall replace the publication in the German Federal Gazette (Bundesanzeiger)

In accordance with the Prospectus Regulation announcements in connection with the approval of thisProspectus or any supplements thereto will be published in the form of publication provided for in thisProspectus in particular through publication on the Companyrsquos website (wwwvantagetowerscom)

The paying agent is Deutsche Bank Aktiengesellschaft The mailing address of the paying agent isDeutsche Bank Aktiengesellschaft Taunusanlage 12 60325 Frankfurt am Main Germany

226

21 DESCRIPTION OF SHARE CAPITAL

211 Current Share Capital and Shares

At the date of this Prospectus the share capital of the Company amounts to EUR 505782265 and isdivided into 505782265 ordinary registered shares with no par value (Namensaktien ohne Nennbetrag) Theshare capital has been fully paid up The Companyrsquos shares were created pursuant to the laws of the FederalRepublic of Germany

Each share carries one vote at the Companyrsquos general meeting There are no restrictions on voting rightsand the shares carry full dividend entitlement

All existing shares of the Company are held by the Existing Shareholder

212 Development of the Share Capital

The Companyrsquos share capital has developed as follows

The Company was established with an original share capital of EUR 25000 against contribution in cash

On May 4 2020 the shareholdersrsquo meeting of the Company (named Vodafone Towers Germany GmbH atthat time) resolved to increase the share capital from EUR 25000 by EUR 274975000 to EUR 275000000by issuing 274975000 new shares in the Company This First Capital Increase was carried out for the purposeof implementing the German Hive-Down (see ldquo31 German Reorganizationrdquo) by way of contribution in kind(Sachkapitalerhoumlhung) As consideration Vodafone Germany received 274975000 new shares in theCompany The consummation of this First Capital Increase was registered with the commercial register(Handelsregister) of the Company at the local court (Amtsgericht) of Duumlsseldorf Germany on May 19 2020

On November 17 2020 the shareholdersrsquo meeting of the Company (named Vantage Towers GmbH at thattime) resolved to further increase the share capital from EUR 275000000 by EUR 189504358 toEUR 464504358 by issuing 189504358 new shares in the Company This Second Capital Increase wascarried out by the payment of EUR 189504358 in cash (Barkapitalerhoumlhung) by Vodafone Germany to theCompany As consideration Vodafone Germany received 189504358 new shares in the Company Theconsummation of this Second Capital Increase was registered with the commercial register (Handelsregister) ofthe Company at the local court (Amtsgericht) of Duumlsseldorf Germany on December 4 2020

On January 7 2021 the shareholdersrsquo meeting of the Company (named Vantage Towers GmbH at thattime) resolved to further increase the share capital from EUR 464504358 by EUR 41277907 toEUR 505782265 by issuing 41277907 new shares in the Company This Third Capital Increase was carriedout in consideration for Vodafone Germanyrsquos payment of EUR 41277907 in cash (Barkapitalerhoumlhung) byVodafone Germany to the Company As consideration Vodafone Germany received 41277907 new shares inthe Company The consummation of this Third Capital Increase was registered with the commercial register(Handelsregister) of the Company at the local court (Amtsgericht) of Duumlsseldorf Germany on January 142021

Following the change of the legal form from a German limited liability company (Gesellschaft mitbeschraumlnkter Haftung) into a German stock corporation (Aktiengesellschaft) under the legal name ldquoVantageTowers AGrdquo which was resolved by the shareholdersrsquo meeting of the Company on January 18 2021 andregistered with the commercial register (Handelsregister) of the local court (Amtsgericht) of DuumlsseldorfGermany on January 26 2021 the share capital of the Company has not been further changed to the date ofthis Prospectus

213 Authorized Capital

On February 18 2021 the general meeting of the Company resolved to establish an authorized capitalpursuant to section 5 para 3 of the thereby amended Articles of Association in conjunction with section 202AktG Thereunder the Management Board is authorized with the approval of the Supervisory Board toincrease the share capital of the Company on one or more occasions in the period until February 15 2026 byup to a total of EUR 252891132 through the issuance of up to 252891132 ordinary registered shares with nopar value (Namensaktien ohne Nennbetrag) in exchange for cash andor contributions in kind (the ldquoAuthorizedCapitalrdquo) In doing so the Management Board may determine that the new shares carry profit participationentitlements in a way that deviates from section 60 para 2 AktG As of the date of this Prospectus theAuthorized Capital is not yet registered with the commercial register of the Company and will only becomeeffective upon such registration

227

Shareholders are in principle entitled to subscription rights Subscription rights may also be granted toshareholders by way of an indirect subscription right (section 186 para 5 AktG)

With the approval of the Supervisory Board the Management Board is authorized to exclude thesubscription rights of shareholders in the following cases

bull to even out fractional amounts resulting from a capital increase

bull to the extent necessary to grant holders or creditors of convertible bonds bonds with warrants orconvertible profit participation rights issued by the Company andor its direct or indirect majorityshareholdings subscription rights to new shares to the extent to which they would be entitled afterexercising their conversion or option rights or after fulfillment of their option exercise orconversion obligations

bull to issue the new shares to employees andor former employees of the Company and to employeesandor former employees of companies affiliated with the Company within the meaning ofsections 15 et seq AktG The new shares may also be issued to select employees in managementandor key positions of the Company as well as to members of the Management Board andor toselect employees in management andor key positions or the management of affiliated companieswithin the meaning of sections 15 et seq AktG

bull if the new shares are issued against cash contribution and the issue price of the new shares is notsignificantly lower than the stock market price of the Companyrsquos shares already listed on the stockexchange The proportionate amount of the share capital which is arithmetically attributable to thenew shares issued excluding subscription rights pursuant to section 186 para 3 sentence 4 AktGmust not exceed 10 of the share capital The share capital at the time the authorization takeseffect or if this value is lower at the time this authorization is exercised shall be decisive Shareswhich during the term of the authorization until its exercise are issued or sold in direct oranalogous application of sec 186 para 3 sent 4 German Stock Corporation Act are to be takeninto account when calculating the limit Rights issued during the term of this authorization until itsutilization in an analogous application of section 186 para 3 sentence 4 AktG and which enable oroblige the subscription of shares of the Company will also count towards the 10 limit Anycrediting in accordance with the above sentences will cease to apply with effect for the future ifand to the extent that the respective authorization the exercise of which led to the crediting isgranted again by the general meeting

bull insofar as the new shares are issued against contributions in kind in particular for the purpose ofbusiness combinations the acquisition of enterprises parts of enterprises or interests in enterprisesor other assets and

bull to implement a so-called scrip dividend whereby shareholders are offered the option ofcontributing their dividend entitlement (in whole or in part) to the Company as a contribution inkind in return for the granting of new shares from Authorized Capital

The Management Board is authorized with the approval of the Supervisory Board to determine furtherdetails of the capital increase and its implementation including in particular the conditions of the share issueThe Supervisory Board is authorized to amend the wording of section 5 para 3 of the Articles of Associationafter full or partial implementation of the capital increase from Authorized Capital or after expiry of theauthorization period in accordance with the scope of the capital increase

214 Conditional Capital

On February 18 2021 the general meeting of the Company resolved to establish a conditional capitalpursuant to section 5 para 4 of the thereby amended Articles of Association in conjunction with section 192AktG Thereunder the share capital of the Company is conditionally increased by up to EUR 101156453 byissuing up to 101156453 new ordinary registered shares with no par value (Namensaktien ohne Nennbetrag)(the ldquoConditional Capitalrdquo) The Conditional Capitalrsquos only purpose is to grant new shares to holders orcreditors of option or conversion rights or obligations arising from warrant or convertible bonds profitparticipation rights or participating bonds issued or guaranteed by the Company or entities in which theCompany holds a direct or indirect majority interest on or before February 15 2026 based on the authorizationof the Management Board by resolution of the general meeting passed on February 18 2021 As of the date ofthis Prospectus the Conditional Capital is not yet registered with the commercial register of the Company andwill only become effective upon such registration The Conditional Capital increase will only be implementedto the extent that the holders or creditors of the conversion or option rights or obligations exercise their

228

conversion or option rights fulfill their conversion or option obligations or the Company exercises its right togrant shares in the Company in whole or in part instead of payment of the cash amount due provided that inthe respective case no cash settlement is granted or treasury shares or shares in another listed company areused for servicing

New shares are issued at the option or conversion price to be determined in each case in accordance withthe aforesaid authorization resolution The new shares participate in profits from the start of the financial yearin which they are issued To the extent legally permissible the Management Board with the approval of theSupervisory Board may also determine the profit participation of new shares in derogation from section 60para 2 AktG for a financial year which has lapsed

The Management Board is authorized with the approval of the Supervisory Board to determine thefurther details of the implementation of the conditional capital increase

215 Authorization to Issue Convertible Bonds andor Warrant Bonds Profit Participation Rights orParticipating Bonds

On February 18 2021 the general meeting of the Company authorized the Management Board subject tothe consent of the Supervisory Board to issue on one or more occasions until February 15 2026 subordinatedor equally ranking bearer convertible andor warrant bonds profit participation rights or participating bonds orcombinations of these instruments (collectively ldquobondsrdquo) for an aggregate nominal amount of up toEUR 4 billion in each case with or without a definite maturity date and to grant the holders of bonds optionsor conversion rights for up to 101156453 ordinary registered shares with no par value (Namensaktien ohneNennbetrag) of the Company with a pro rata amount of the share capital of up to a total of EUR 101156453as set forth in detail in the issuing terms and conditions for the bonds (the ldquoIssuing Termsrdquo) This authorizationcan be utilized in whole or in part The bonds may also provide for an obligation to convert the bonds orexercise the options at the end of the term or at an earlier time The Issuing Terms may also give the Companythe right to grant shares of the Company to the holders or creditors of the bonds in lieu of cash payments duein whole or in part or to choose other forms of fulfillment Bonds may be issued in return for cash or forcontributions in kind The bonds can be denominated in Euros or capped at their equivalent value in Euros inthe legal currency of an Organization for Economic Co-operation and Development country Where the bondsare issued in a currency other than Euros the relevant equivalent value is to be applied calculated on the basisof the Euro reference rate of the European Central Bank applicable on the date of the resolution on the issuanceof the bonds The bonds can also be issued by entities in which the Company holds a direct or indirect majorityinterest In such case the Management Board is authorized subject to the consent of the Supervisory Board totake on the necessary guarantees for the obligations under the bonds and to grant the holders or creditors of thebonds conversion or option rights for shares of the Company

If convertible bonds are issued their creditors receive the right or take on the obligation to convert thebonds into shares of the Company pursuant to the Issuing Terms to be prescribed by the Management BoardThe pro rata amount of the share capital mathematically attributable to the shares to be issued in the event ofconversion must not exceed the nominal amount of the bond or the issue price of the bond The conversionratio is determined by dividing the nominal amount of a bond by the conversion price for a share of theCompany Where the issue price for the bonds is less than their nominal amount the conversion ratio isestablished by dividing the issue price of a convertible bond by the conversion price for a share of theCompany The Issuing Terms can also provide that the conversion ratio is variable and that the conversion priceis determined based on future stock market prices within a certain range If warrant bonds are issued one ormore warrants will be attached to each bond which entitle or obligate the creditor to subscribe to shares of theCompany under the Issuing Terms to be specified by the Management Board The pro rata amount of the sharecapital mathematically attributable to the shares to be issued in the event of an option being exercised must notexceed the nominal amount of the bonds

The conversion or option price to be stipulated in the Issuing Terms must be equivalent to at least 80 ofthe volume-weighted average closing price of the stock market price of the Companyrsquos shares in the exchangeelectronic trading system (Xetra) (or a comparable successor system) on the day of the final determination ofthe terms and conditions of the bonds Sections 9 para 1 and 199 AktG remain unaffected

Subject to the consent of the Supervisory Board the Management Board is authorized to specify theIssuing Terms in more detail particularly with respect to the following aspects interest rate issue price termand denomination of the bonds conversion or option period conversion or option price conversion rights andobligations option rights and obligations to exercise options whether the Companyrsquos shares to be deliveredshall be in whole or in part in the form of shares newly created by a capital increase or in the form of existing

229

shares whether instead of delivering shares their value can be paid in cash whether the conversion or optionprice or the conversion ratio is to be fixed when issuing the bonds or based on future stock market priceswithin a certain range during the term of the bond In the event of a situation where there are rights tosubscribe to fractions of the Companyrsquos shares it can be stipulated that these fractions can be added togetherfor the purpose of subscribing complete shares in accordance with the Issuing Terms An additional cashpayment or cash compensation for fractions can also be stipulated

The Issuing Terms can further provide for protection against dilution and adjustment mechanisms undercertain circumstances including changes in the Companyrsquos share capital during the term of the bond (such as acapital increase a capital decrease or a share split) dividend payments the issuance of additional bonds withconversion rights or conversion obligations or option rights or option exercise obligations that provide anentitlement to subscribe for shares of the Company transformation measures and extraordinary events occurringduring the term of the bond such as a change of control at the Company The measures for protection againstdilution and adjustment mechanisms that can be provided for under the Issuing Terms can in particular takethe form of changing the conversion or option price granting subscription rights to shares of the Company orto bonds or granting or adjusting cash components

When issuing bonds shareholders must generally be granted a subscription right to the bonds Thesubscription right may also be granted to shareholders by way of an indirect subscription right (section 186para 5 AktG)

However the Management Board is authorized subject to the consent of the Supervisory Board toexclude the subscription right of shareholders when issuing bonds in the following cases

bull to compensate for fractional amounts arising as a result of a capital increase

bull where the bonds are issued in return for contributions in kind in particular with the aim ofacquiring enterprises parts of enterprises or participations in enterprises

bull where this is necessary for protection against dilution in order to grant holders or creditors ofbonds with conversion or option rights or conversion or option obligations that were or will beissued by the Company or by other entities in which the Company holds a direct or indirectmajority interest a right to subscribe for new bonds to the extent to which they would be entitledto such subscription right as shareholders after exercising their conversion or option rights or asthe case may be after fulfilment of their conversion or option obligations or

bull for bonds issued against cash if the shares to be issued under the conversionoption rights in totaldo not exceed 10 of the share capital based on the share capital amount existing at the timewhen this authorization takes effect as well as on the share capital amount when the authorizationis exercised To the extent that during the term of this authorization until its utilization otherauthorizations to issue or sell shares or to issue rights enabling or obliging the subscription ofshares are exercised and the subscription right is excluded pursuant to or in analogous applicationof section 186 para 3 sentence 4 AktG this shall be counted towards the aforementioned 10limit A crediting pursuant to the above sentence shall cease to apply with effect for the future ifand to the extent that the respective authorization the exercise of which led to the crediting isgranted again by the general meeting The exclusion of subscription rights under these conditions isonly permissible if the issue price for the bonds is not significantly lower than the theoretical valueof the bonds as calculated using recognized financial mathematical methods

Insofar as profit participation rights or participating bonds are issued without a conversion rightobligationor option rightobligation the Management Board is authorized with the approval of the Supervisory Board tofully exclude the subscription right of shareholders if these profit participation rights or participating bonds arestructured similar to obligations (ie do not establish any membership rights in the Company do not grant anyparticipation in liquidation proceeds and the amount of interest is not calculated on the basis of the amount ofnet income for the year (Jahresuumlberschuss) net balance sheet profits (Bilanzgewinn) or the dividend) Inaddition the interest and the issue amount of the profit participation rights or participating bonds in such casesmust correspond to the market conditions prevailing at the time of issue

216 Authorization to Purchase and Use Treasury Shares

At the date of this Prospectus the Company does not hold any treasury shares nor does a third party holdany shares of the Company on behalf of or for the account of the Company

230

The Company may not acquire its own shares unless authorized by the Companyrsquos general meeting or inlimited circumstances as provided for in the AktG Such authorization by the Companyrsquos general meeting maynot be granted for a period exceeding five years The provisions of the AktG generally limit buy-backs to 10of the share capital and re-sales must generally be made either on a stock exchange in a manner that treats allshareholders equally or in accordance with the rules that apply to subscription rights relating to a capitalincrease

The Companyrsquos general meeting held on February 18 2021 authorized the Management Board pursuant tosection 71 para 1 no 8 AktG to acquire on or before February 15 2026 treasury shares of up to a totalmaximum of 10 of the share capital existing at the time of the adoption of the resolution or in the event thatthis amount is lower when the authorization is exercised The acquired shares together with other treasuryshares which are in the possession of the Company or are attributable to it pursuant to sections 71a et seqAktG may not at any time exceed 10 of the Companyrsquos share capital The authorization may be exercisedin whole or in partial amounts on one or more occasions directly by the Company by a controlled or majorityowned subsidiary of the Company or for its or their own account by third parties

At the discretion of the Management Board the acquisition may be conducted (i) through a stockexchange (ii) by means of a public offer directed at all shareholders or a public solicitation to submit offers(iii) by means of a public offer or a public solicitation to submit an offer for the exchange of liquid shareswhich are admitted to trading on an organized market within the meaning of the WpUumlG (hereinafterldquoExchange Sharesrdquo) against shares of the Company (hereinafter ldquoExchange Offerrdquo) or (iv) by means ofgranting tender rights to shareholders

bull If the acquisition is conducted through a stock exchange the consideration paid by the Companyfor each share of the Company (not including incidental acquisition costs) may not exceed or fallshort by more than 10 of the opening price of one share of the Company in the Xetra tradingsystem (or a comparable successor system) as determined in the opening auction The ManagementBoard determines the details of the acquisition

bull If the acquisition is conducted through a public offer or a public solicitation to submit offers theoffered acquisition price or the values limiting the acquisition price range per share (in each casenot including incidental acquisition costs) may not exceed or fall short by more than 20 of theaverage stock exchange price (based on the closing price in the Xetra trading system (or acomparable successor system)) on the three trading days preceding the day on which the offer ispublished or the solicitation to submit offers has been submitted The offer or solicitation tosubmit offers may be adjusted if after its publication or solicitation to submit offers significantdeviations between the aforementioned reference price and the offered acquisition price or thevalues limiting the acquisition price occur In that case the average of the three trading dayspreceding the publication of the respective adjustment will be decisive and the aforementioned20 limit will be applied to this amount The volume of the public offer or the solicitation tosubmit offers may be limited If in the event of a public offer or the solicitation to submit offersthe volume of the offered shares exceeds the applicable repurchase volume the repurchase may becarried out by partially excluding the respective tender rights in proportion to the number ofoffered shares (quota based on offered shares) instead of in proportion to the size of the offeringshareholdersrsquo shareholding in the Company (quota based on participation) Furthermore in thatcase by partially excluding the respective tender rights a preferred acceptance of small offers ofup to a maximum of 100 shares per shareholder as well as a commercial rounding in order toavoid fractional numbers of shares may be provided for The details of the offer or publicsolicitation to shareholders to submit offers for sale will be determined by the Management Board

bull If the acquisition is conducted by means of an Exchange Offer the Company can determine eitheran exchange ratio or a respective exchange range at which it is willing to acquire the shares of theCompany In this regard a cash consideration may be provided for as supplementary purchaseprice payment or as compensation for fractional amounts The exchange ratio or a respectiveexchange range (not including incidental acquisition costs but including any compensation forfractional amounts) may not exceed or fall short of the relevant value of a share of the Companyby more than 20 The basis of the calculation of the exchange ratio or the exchange rangerespectively is the average of the closing prices of the shares of the Company and the ExchangeShares in the Xetra trading system (or a comparable successor system) on the three trading dayspreceding the day on which the Exchange Offer is published The exchange ratio or the exchangerange may be adjusted if after the publication of the offer significant deviations of the relevantprices of the shares of the Company or the Exchange Shares occur In that case the average of the

231

three trading days preceding the publication of the respective adjustment will be decisive and theaforementioned 20 limit will be applied to this amount The volume of the Exchange Offer maybe limited If the offer is oversubscribed the acquisition may be carried out by partially excludingthe respective tender rights in proportion to the number of offered shares (quota based on offeredshares) instead of in proportion to the size of the offering shareholdersrsquo shareholding in theCompany (quota based on participation) Furthermore in that case by partially excluding therespective tender rights a preferred acceptance of small offers of up to a maximum of 100 sharesper shareholder as well as a commercial rounding in order to avoid fractional numbers of sharesmay be provided for The details of the Exchange Offer will be determined by the ManagementBoard

bull If the acquisition is conducted by means of granting tender rights to shareholders these tenderrights can be granted on the basis of Company shares held by the shareholders In proportion to therelation between the Companyrsquos overall share capital and the volume of shares to be repurchasedby the Company a defined number of tender rights carries the right to sell one share of theCompany to the Company Tender rights may also be granted in a way that one tender right isgranted for a defined number of shares with the latter number being calculated based on therelation between the Companyrsquos overall share capital and the volume of shares to be repurchasedby the Company Fractions of tender rights will not be granted the corresponding partial tenderrights are excluded The price for which by exercising a tender right one share can be sold to theCompany or the values limiting the price range (in each case not including incidental acquisitioncosts) is determined and can be adjusted in the same way as it would or could be if the Companycarried out the repurchase through a public solicitation to submit offers (see above) In the case ofgranting tender rights however the relevant day is the day on which the offer to repurchase sharesby means of granting tender rights is published or if applicable the day on which an adjustment ispublished The Management Board determines all other details of the tender rights including inparticular their conditions term or expiration date and if applicable their tradability

The Management Board is authorized to sell treasury shares acquired on the basis of this authorization onthe stock exchange or by way of a purchase offer to all shareholders With regard to treasury shares that havebeen acquired under this authorization the Management Board is authorized to use these shares for all purposespermitted by statutory law including in particular for the following purposes

bull The shares may be used to satisfy conversion andor option rightsobligations under convertiblebonds warrant bonds profit participation rights or participating bonds issued by the Company or acompany in which the Company directly or indirectly holds a majority interest

bull The shares may be used to the extent necessary to grant holders or creditors of convertible bondswarrant bonds or convertible profit participation rights issued by the Company andor companies inwhich it holds a direct or indirect majority interest subscription rights to new shares to the extent towhich they would be entitled after exercising their conversion or option rights or after fulfillingtheir option exercise or conversion obligations

bull The shares may be sold against contribution in kind particularly as partial or full consideration inconnection with the acquisition of enterprises parts of enterprises and participations in enterprisesas well as in connection with the combination of enterprises of the acquisition of other assets

bull The shares may be sold in other ways than through a stock exchange or by means of an offerdirected to all shareholders if the shares are sold against cash consideration at a price that is notsignificantly lower than the stock exchange price of the Companyrsquos shares A further requirementof this authorization is that the shares that are sold subject to an exclusion of the shareholdersrsquosubscription rights under section 71 para 1 no 8 sentence 5 in connection with section 186 para3 sentence 4 AktG must not constitute more than 10 of the share capital existing at the time ofthe adoption of the resolution or if lower at the time this authorization is utilized To the extentthat during the term of this authorization until its utilization other authorizations to issue or sellshares or to issue rights enabling or obliging the subscription of shares are exercised and thesubscription right is excluded pursuant to or in analogous application of section 186 para3 sentence 4 AktG this shall be counted towards the aforementioned 10 limit A creditingpursuant to the preceding sentence ceases to apply with effect for the future if and to the extent thatthe respective authorization the exercise of which led to the crediting is granted again by thegeneral meeting

232

bull The shares may be transferred to employees andor retirees of the Company and to employees andor retirees of companies affiliated with the Company pursuant to sections 15 et seq AktG

bull The shares may be used for the implementation of a scrip dividend in particular by offering theshareholders to contribute their dividend either in whole or in part to the Company in return forthe granting of treasury shares

bull The shares may be cancelled without such cancellation depending on a separate resolution of thegeneral meeting The shares may also be cancelled in the simplified procedure without a reductionof the share capital by way of adjusting the pro rata share capital amount represented by eachremaining no-par value share The cancellation may be limited to a part of the repurchased sharesThe authorization to cancel shares may be exercised on more than one occasion If the cancellationis carried out in the simplified procedure the Management Board is authorized to adjust thenumber of no-par value shares in the Articles of Association The cancellation may be carried outin connection with a share capital reduction in that case the Management Board is authorized toreduce the share capital amount by the pro rata share capital amount represented by the cancelledshares and to adjust accordingly the number of shares and the share capital amount in the Articlesof Association

The Supervisory Board is authorized to transfer treasury shares acquired on the basis of the authorizationto the members of the Management Board in order to satisfy entitlements of Management Board membersunder long-term incentives (ldquoLong Term Incentives Planrdquo) granted by the Company The Long TermIncentives Plan must provide for a minimum period of four years until the respective beneficiary can monetizethe respective allocation from the Long Term Incentives Plan and the plan conditions must be geared towardsthe long-term sustainable development of the Company

The aforementioned authorizations regarding the use of acquired treasury shares also apply to the use ofCompany shares acquired on the basis of section 71d sentence 5 AktG

The aforementioned authorizations regarding the use of acquired treasury shares may be exercised in oneor several occasions in whole or in partial amounts separately or collectively it may also be exercised bycontrolled enterprises or subsidiary enterprises or by third parties acting on their account or on the account ofthe Company

Shareholdersrsquo subscription rights in respect of these treasury shares are excluded to the extent that theseshares are used in accordance with the above authorizations regarding the use of acquired treasury shares(except for the latter authorization to cancel acquired treasury shares) In addition the Management Board mayexclude shareholdersrsquo subscription rights for fractional amounts in the case of a sale of treasury shares bymeans of an offer to all shareholders

The Management Board may make use of all aforementioned authorizations only with the consent of theSupervisory Board

In addition and within the limitations set by the aforementioned shareholdersrsquo resolution the Companyrsquosgeneral meeting held on February 18 2021 also authorized the Management Board to complete the acquisitionof treasury shares by using equity derivatives The Management Board is authorized to sell options whichrequire the Company to acquire shares of the Company upon the exercise of the option (ldquoput optionrdquo) toacquire options which entitle the Company to acquire shares of the Company upon the exercise of the option(ldquocall optionrdquo) to conclude forward purchases in which the Company acquires treasury shares at a certainpoint of time in the future and to acquire shares by using a combination of call and put options and forwardpurchase agreements at the same time (put options call options and combinations of put and call options andforward purchase agreements collectively ldquoequity derivativesrdquo) The authorization may be exercised in wholeor in part in one or in several transaction(s) including different transactions by the Company but also bycontrolled enterprises or subsidiary enterprises or by third parties mandated by the Company or by controlledenterprises or subsidiary enterprises All share acquisitions based on equity derivatives are limited to amaximum volume of 5 of the share capital existing on the date on which the resolution is adopted by thegeneral meeting or if this amount is lower on the date on which the aforementioned authorization is exercised

The equity derivatives must be concluded with one or more credit institution(s) one or more companiespursuant to section 53 para 1 sentence 1 or section 53b para 1 sentence 1 or para 7 of the German BankingAct or with a group or a syndicate of credit institutions andor such companies They must be set up in a wayto ensure that the equity derivatives are only serviced with shares which were acquired under observance of theprinciple of equal treatment of shareholders the acquisition of shares on the stock exchange satisfies thisrequirement The purchase price paid for call options or the sales price received for put options or the price

233

paid or received for a combination of call and put options by the Company shall not be substantially above orbelow the theoretical market value of the respective options calculated in accordance with recognized financialmathematical methods which must factor in the negotiated strike price among other things The price agreed bythe Company for forward purchases may not materially exceed the theoretical forward price as calculated inline with recognised methods of financial mathematics which must factor in the current stock exchange priceand the term of the forward purchase among other things

In addition all share purchases using equity derivatives are limited to shares representing a total pro rataamount of the share capital of no more than 5 of the share capital at the time this authorization takes effector if the value is lower at the time it is exercised The term of each equity derivative may not exceed18 months and is required to end on February 15 2026 at the latest and chosen in such a way that the sharesare acquired upon the exercise or fulfilment of the equity derivatives no later than February 15 2026

The purchase price per share to be paid when exercising the option or upon the maturity of the forwardpurchase may not exceed or fall short by more than 10 of the average closing prices in the Xetra tradingsystem (or a comparable successor system) on the three trading days preceding the day of the conclusion of therespective option transaction or forward purchase (in each case excluding incidental acquisition costs but takinginto account the option premium received or paid)

Furthermore an agreement with one or more credit institution or the previously defined companies may beconcluded so that this institutioncompany or these institutionscompanies will deliver a previously determinednumber of shares or a previously determined euro equivalent of shares of the Company within a previouslydefined period of no more than 18 months to the Company (ldquorepurchase programrdquo) The credit institution orpreviously defined companies must undertake to purchase the shares to be delivered via the stock exchange atprices within the range that would apply if the Company had purchased the shares directly via the stockexchange itself Acquisitions of shares by utilizing this authorization are limited to shares in the amount of nomore than 5 of the share capital at the time this authorization becomes effective or if the following value islower at the time this authorization is utilized and must end by February 15 2026

In the event that treasury shares are acquired using equity derivatives or through a repurchase program inaccordance with the above rules any rights of shareholders to conclude such equity derivatives or repurchaseprograms with the Company are excluded analogous to section 186 para 3 sentence 4 AktG Shareholders willhave a right of tender in relation to their shares in the Company only to the extent that the Company has anobligation under the derivatives transactions to purchase their shares Any further right of tender will beexcluded

For the use of treasury shares acquired using equity derivates or through a repurchase program theprovisions set out in this prospectus regarding the use of acquired treasury shares shall apply mutatis mutandisShareholdersrsquo subscription rights to treasury shares will be excluded to the extent that such shares are used inaccordance with the provisions set out in the previous authorization regarding the use of acquired treasuryshares (except for the authorization to cancel acquired treasury shares) The provisions set out in the previousauthorization to purchase and use treasury shares regarding the exclusion of shareholdersrsquo subscription rightsapplies mutatis mutandis

The authorization is valid until February 15 2026 and the Management Board may make use of it onlywith the consent of the Supervisory Board

217 General Provisions Governing a Liquidation of the Company

Apart from liquidation as a result of insolvency proceedings the Company may only be liquidated by aresolution of the general meeting to dissolve the Company by way of a liquidation procedure The generalmeeting resolution requires a majority of the votes cast and a majority of at least 75 of the share capitalrepresented at the general meeting when the resolution is passed In the event of the Companyrsquos liquidationpursuant to the AktG any assets remaining following settlement of the Companyrsquos liabilities is required to bedistributed among the Companyrsquos shareholders in proportion to their shareholdings The AktG provides certainprotections for creditors to be observed in the event of a liquidation of the Company

218 General Provisions Governing a Change in the Share Capital

The AktG provides that the share capital of a stock corporation may be increased by a resolution adoptedat the general meeting Such resolution must be adopted in general by a simple majority of the votes cast(Stimmenmehrheit) as well as a majority of at least 75 of the share capital represented (Kapitalmehrheit)when the resolution is passed unless the articles of association provide for a different majority However

234

section 17 para 2 of the Articles of Association provides that resolutions of the general meeting will beadopted by a simple majority of the votes cast (Stimmenmehrheit) unless a higher majority is required bymandatory law or by the Articles of Association Further in case mandatory law requires a majority of theshare capital in addition to a majority of votes cast for resolutions of the Companyrsquos general meeting a simplemajority of the share capital represented (Kapitalmehrheit) will be sufficient unless a higher majority of theshare capital is required by mandatory law Accordingly certain capital measures that do not mandatorilyrequire adoption by a majority of at least 75 of the share capital represented when the resolution is passed(eg capital increases from the Companyrsquos own funds) may be adopted by a simple majority

In addition the general meeting may resolve to issue authorized capital (Genehmigtes Kapital) by a simplemajority of the votes cast and a majority of at least 75 of the share capital represented when the resolution ispassed The authorized capital authorizes the Management Board subject to the approval of the SupervisoryBoard to issue shares of up to a specific amount within a period not exceeding five years The nominal amountof such issuance may not exceed 50 of the share capital in existence at the time the resolution of the generalmeeting is registered with the commercial register (Handelsregister) The existing authorized capital for theCompany is described above under ldquo213 Authorized Capitalrdquo

Additionally shareholders may resolve to create conditional capital (Bedingtes Kapital) for the purpose ofissuing shares (i) to holders of convertible bonds or other securities convertible into shares of the Company(ii) as consideration in connection with a merger with another company or (iii) offered to executives andemployees of the Company or an affiliated company A resolution to create conditional capital must be adoptedby a simple majority of the votes cast and at least 75 of the share capital represented when the resolution ispassed The nominal amount of the conditional capital created for the purpose of share issues to executives andemployees may not exceed 10 of the nominal share capital in existence at the time such resolution is passedwhile the nominal amount of the conditional capital created for the purpose of share issues to holders ofconvertible bonds or other securities convertible into shares of the Company or as consideration in connectionwith a merger with another company may not exceed 50 of the nominal share capital in existence at the timesuch resolution is passed however there is generally no limitation with respect to a time period during whichthe conditional capital may be used The creation of conditional capital (Bedingtes Kapital) beyond thisthreshold is permitted only for the purpose of enabling the Company to make an exchange in the event of itsimpending insolvency or for the purpose of averting over indebtedness The existing conditional capital for theCompany is described above under ldquo214 Conditional Capitalrdquo The authorization of the Management Board toissue convertible bonds or other securities convertible into shares of the Company must be limited to a periodnot exceeding five years from the date of the respective shareholder resolution (see ldquo215 Authorization to IssueConvertible Bonds andor Warrant Bonds Profit Participation Rights or Participating Bondsrdquo)

A resolution to decrease the share capital must generally be adopted by a simple majority of the votes castand at least 75 of the share capital represented when the resolution is passed A decrease of the share capitalis also possible upon cancellation of treasury shares if the authorization granted to the Management Board bythe general meeting to purchase treasury shares explicitly allows for such cancellation (see ldquo216 Authorizationto Purchase and Use Treasury Sharesrdquo)

219 General Provisions Governing Subscription Rights

Section 186 AktG generally grants all shareholders the right to subscribe for new shares of the Companyissued within the framework of a capital increase The same applies to convertible bonds bonds with warrantsprofit participation rights and participating bonds Subscription rights are freely transferable and may be tradedon German stock exchanges for a prescribed period before the deadline for subscription expires The generalmeeting may resolve to exclude shareholdersrsquo subscription rights such resolution requires adoption by a simplemajority of the votes cast and at least 75 of the share capital represented when the resolution is passedExclusion of shareholdersrsquo subscription rights wholly or in part also requires a report from the ManagementBoard to the general meeting that justifies the exclusion and demonstrates that the Companyrsquos interest inexcluding subscription rights outweighs the interests of the shareholders to be granted subscription rights Anexclusion of shareholdersrsquo subscription rights upon issuance of new shares is generally permissible providedthe Company increases its share capital against cash contributions the amount of the capital increase of theissued shares with no subscription rights does not exceed 10 of the existing share capital at issue (both at thetime when the authorization takes effect and at the time when it is authorized) and the issue price of the newshares is not substantially lower than the stock exchange price of the shares (so-called ldquosimplified exclusion ofsubscription rightsrdquo)

235

2110 Exclusion of Minority Shareholders

21101 Squeeze-Out under Stock Corporation Law

Sections 327a et seq AktG which govern a so-called ldquosqueeze-out under stock corporation lawrdquo providethat upon request of a shareholder holding 95 or more of the Companyrsquos share capital the general meetingmay resolve to transfer the shares of minority shareholders to such majority shareholder against payment ofadequate compensation in cash The amount of cash compensation offered to minority shareholders must reflectldquothe circumstances of the Companyrdquo at the time the general meeting passes the resolution The amount of cashcompensation is based on the full value of the Company which is generally determined using the capitalizedearnings method (Ertragswertmethode) Minority shareholders are entitled to file for an appraisal proceeding(Spruchverfahren) wherein the court will review the appropriateness (Angemessenheit) of cash compensation

21102 Squeeze-Out and Tender Rights under Takeover Law

Under sections 39a and 39b of the WpUumlG in the event of a so-called ldquosqueeze-out under takeover lawrdquoan offeror holding at least 95 of the voting share capital of a target company (as defined in the WpUumlG)following a takeover bid or mandatory offer may within three months of the expiry of the acceptance period ofthe offer request the regional court (Landgericht) of Frankfurt am Main Germany to order the transfer of theremaining voting shares to such offeror against payment of an adequate compensation Such transfer does notrequire a resolution of the target companyrsquos general meeting The consideration paid in connection with thetakeover bid or mandatory offer is considered adequate if the offeror has obtained at least 90 of the sharecapital that was subject to the offer The nature of the compensation must be the same as the consideration paidunder the takeover bid or mandatory offer while at all times a cash compensation must also be offered Inaddition following a takeover bid or mandatory offer the shareholders in a target company who have notaccepted the offer may do so up to three months after the acceptance period has expired (section 39c of theWpUumlG a so-called ldquosell-outrdquo) provided the offeror is entitled to petition for the transfer of the outstandingvoting shares in accordance with section 39a of the WpUumlG The provisions for a squeeze-out under stockcorporation law cease to apply once an offeror has petitioned for a squeeze-out under takeover law and onlyapply again when these proceedings have been definitively completed

21103 Squeeze-Out under Transformation Law

Under section 62 para 5 of the German Transformation Act (UmwandlungsgesetzmdashldquoUmwGrdquo) a majorityshareholder holding at least 90 of the Companyrsquos share capital may require the Companyrsquos general meeting toresolve to transfer the shares of the minority shareholders to such majority shareholder against payment of anadequate compensation in cash provided that (i) the majority shareholder is a stock corporation(Aktiengesellschaft) a partnership limited by shares (Kommanditgesellschaft auf Aktien) or a European stockcorporation (Societas EuropaeamdashldquoSErdquo) having its registered office (Sitz) in Germany and (ii) the squeeze-outis performed to facilitate an upstream merger under the UmwG of the Company into the majority shareholderThe general meeting held to approve the squeeze-out must take place within three months of the conclusion ofthe merger agreement The procedure for a squeeze-out under the UmwG is essentially identical to theldquosqueeze-out under stock corporation lawrdquo described above including the minority shareholdersrsquo right to havethe appropriateness (Angemessenheit) of the cash compensation reviewed

21104 Integration

Under sections 319 et seq AktG the Companyrsquos general meeting may vote for an integration(Eingliederung) into another stock corporation that has its registered office (Sitz) in Germany provided theprospective parent company holds at least 95 of the shares of the Company The former shareholders of theCompany are entitled to adequate compensation which generally must be provided in the form of shares in theparent company The amount of the compensation must be determined using the ldquomerger value ratiordquo(Verschmelzungswertrelation) between the two companies ie the exchange ratio which would be consideredreasonable in the event of merging the two companies Fractional amounts may be paid out in cash If theprospective parent company is a controlled company (ie another company can exert direct or indirectcontrolling influence over the prospective parent company) the shareholders of the Company may also requestan adequate cash compensation instead of compensation in the form of shares of the prospective parentcompany

236

2111 Shareholder Notification Requirements Mandatory Takeover Bids and Managersrsquo Transactions

Since the Company will apply for the admission of the Companyrsquos shares to trading on the regulatedmarket (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) with simultaneousadmissions to the sub-segment of the regulated market with additional post-admission obligations (PrimeStandard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) the Company is subject to theSecurities Trading Act (Wertpapierhandelsgesetzmdash ldquoWpHGrdquo) provisions governing inter alia disclosurerequirements for significant shareholdings and the WpUumlG provisions governing takeover bids and mandatoryoffers as well as the MAR provisions governing inter alia obligations of persons discharging managerialresponsibilities to disclose transactions in the Companyrsquos shares debt instruments related derivatives or otherrelated financial instruments

21111 Notification Requirements of Shareholders

Pursuant to section 33 para 1 of the WpHG anyone who acquires or whose shareholding in any otherway reaches or exceeds 3 5 10 15 20 25 30 50 or 75 of the total number of voting rightsin the Company is required to concurrently notify the Company and the BaFin of such occurrence Subsequentnotifications are required if such person reaches or exceeds another of the aforementioned thresholds or sells orin any other way falls below the aforementioned thresholds

All such notifications must be submitted without undue delay and no later than four trading days Thefour-day notification period starts at the time the person or the entity subject to the notification requirement hasknowledge of or in consideration of the circumstances should have had knowledge of his or her proportion ofvoting rights reaching exceeding or falling below the aforementioned thresholds The WpHG contains aconclusive presumption that the person or the entity subject to the notification requirement has knowledge atthe latest two trading days after such an event occurs Moreover a person or entity is deemed to already holdshares as of the point in time such person or entity has an unconditional and due claim of transfer related tosuch shares pursuant to section 33 para 3 of the WpHG If a threshold has been reached or crossed due to achange in the total number of voting rights the notification period starts at the time the person or entity subjectto the notification requirement has knowledge about such change or upon the publication of the revised totalnumber of voting rights by the Company at the latest

In connection with these requirements section 34 of the WpHG contains various attribution rules Forexample voting rights attached to shares held by a subsidiary are attributed to its parent company Similarlyvoting rights attached to shares held by a third party for the account of a person or entity are attributed to suchperson or entity Voting rights which a person or entity is able to exercise as a proxy according to such personrsquosor entityrsquos discretion are also attributed to such person or entity Furthermore any coordination by a person orentity with a third party on the basis of an agreement or in any other way generally results in a mutualattribution of the full amount of voting rights held by or attributed to the third party as well as to such personor entity Such acting in concert generally requires a consultation on the exercise of voting rights or otherefforts designed to effect a permanent and material change in the business strategy of the CompanyAccordingly the exercise of voting rights does not necessarily have to be the subject of acting in concertCoordination in individual cases however is not considered as acting in concert

Except for the 3 threshold similar notification requirements towards the Company and the BaFin existpursuant to section 38 para 1 of the WpHG if the aforementioned thresholds are reached exceeded or fallenbelow because a person or entity holds instruments that (i) confer to him or her (a) the unconditional right toacquire already issued shares of the Company to which voting rights are attached when due or (b) discretion toexercise his or her right to acquire such shares or (ii) relate to such shares and have a similar economic effectas the aforementioned instruments whether or not conferring a right to a physical settlement Thus the lattermentioned notification requirements also apply for example pursuant to section 39 para 1 of the WpHG toshare swaps against cash consideration and contracts for difference In addition a person or entity is subject toa notification requirement towards the Company and the BaFin pursuant to sections 33 para 1 and 38 para 1of the WpHG if the sum of the voting rights from shares and instruments held or attributed to such person orentity reaches exceeds or falls below the aforementioned thresholds except for the 3 threshold The numberof voting rights relevant for the notification requirement will generally be calculated by reference to the fullnominal amount of shares underlying the instrument except where the instrument provides exclusively for acash settlement Details for such calculations are set out in the Commission Delegated Regulation(EU) 2015761 of December 17 2014 supplementing Directive 2004109EC with regard to certainregulatory technical standards on major holdings

237

21112 Exceptions to Notification Requirements

There are certain exceptions to the notification requirements For example a company is exempt fromnotification obligations if its parent company has filed a group notification pursuant to section 37 para 1 of theWpHG If the Companyrsquos parent company is itself a subsidiary then the relevant company is exempt fromnotification obligations if its parentrsquos parent company has filed such group notification Moreover shares orinstruments held by a credit institution or a credit securities services company with a registered office (Sitz) inthe EU or in an EEA member state are not taken into account for determining the notification obligation orproportion of voting rights held provided (i) the shares or instruments are held in such credit institutionrsquos orcredit securities services companyrsquos trading book (ii) they amount to no more than 5 of the Companyrsquosvoting rights do not grant the right to acquire more than 5 of the voting rights or do not have a similareconomic effect and (iii) it is ensured that the voting rights pertaining to such shares or instruments are notexercised or otherwise utilized

21113 Fulfillment of Notification Requirements

If any notification obligation is triggered the notifying person or entity is required to complete thenotification form included as an annex to the German Securities Trading Notification Regulation(Wertpapierhandelsanzeigeverordnung) The notice may be submitted either in German or English in hardcopy or via facsimile Irrespective of the event triggering the notification the notice must include (i) thenumber and proportion of voting rights (ii) the number and proportion of instruments and (iii) the aggregatenumber and proportion of voting rights and instruments held by or attributed to the notifying person or entityIn addition the notice must include certain attribution details (eg the first name surname and date of birth ofthe notifying individual or the legal name registered office (Sitz) and state of a notifying entity the eventtriggering the notification the date on which the threshold was reached or crossed and whether voting rights orinstruments are attributed)

As a German domestic issuer the Company is required to publish such notices without undue delay butno later than three trading days after receipt via media outlets or outlets where it can be assumed that thenotice will be disseminated in the entire EU and in all EEA member states Under certain circumstances suchpublications may be made in English only The Company is also required to notify the BaFin of thesepublications specifying the time of publication and the media used and to transmit them to the GermanCompany Register (Unternehmensregister) for storage

21114 Consequences of Violations of Notification Requirements

If a shareholder fails to file a notice or provides false information with regard to shareholdings pursuantto sections 33 and 34 of the WpHG the rights attached to shares held by or attributed to such shareholder donot exist for as long as the notification requirements are not fulfilled or not fulfilled appropriately Thistemporary nullification of rights applies in particular to dividend voting and subscription rights However itdoes not apply to entitlements to dividend and liquidation gains if the notifications were not omitted willfullyand have since been submitted If the shareholder willfully or with gross negligence fails to disclose the correctproportion of voting rights held the rights attached to shares held by or attributed to such shareholder cease toexist for a period of six months after such shareholder has correctly filed the necessary notification except ifthe variation was less than 10 of the actual voting right proportion and no notification with respect toreaching exceeding or falling below the aforementioned thresholds including the 3 threshold was omittedThe same rules apply to shares held by a shareholder if such shareholder fails to file a notice or provides falseinformation with regard to holdings in instruments or aggregate holdings in shares and instruments pursuant tosections 38 para 1 and 39 para 1 of the WpHG In addition a fine may be imposed for failure to comply withnotification obligations The BaFin also has the right to publish decisions on sanctions and measures withregard to violations of the disclosure obligations and persons responsible for such violations

21115 Special Notification Requirements for More than 10 of the Voting Rights

Pursuant to section 43 of the WpHG a shareholder who reaches or exceeds the threshold of 10 of thevoting rights of the Company (after Admission of the Companyrsquos shares to trading on the regulated market ofthe Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)) or a higher threshold is required to notify theCompany (which has to publish such information) within 20 trading days regarding the objective being pursuedthrough the acquisition of such voting rights as well as regarding the source of funds used for the purchaseAfterwards changes in those objectives must also be reported within 20 trading days The Articles ofAssociation have not made use of the option to release shareholders from this disclosure obligation Incalculating whether the 10 threshold has been reached the aforementioned attribution rules apply

238

2112 Mandatory Offers

Pursuant to the WpUumlG every person whose share of voting rights reaches or exceeds 30 of the votingrights of the Company is required to publish this fact including the percentage of its voting rights within sevencalendar days Such publication must be furnished on the internet and by means of an electronically operatedsystem for disseminating financial information unless an exemption has been granted by the BaFin If noexemption has been granted this publication has to be made within seven calendar days and include the totalamount of voting rights held by and attributed to such person and subsequently such person is further requiredto submit a mandatory public tender offer to all holders of shares in the Company The WpUumlG contains a seriesof provisions intended to ensure the attribution of shareholdings to the person who actually controls the votingrights attached to such shares If the relevant shareholder fails to give notice of reaching or exceeding the 30threshold or fails to submit the mandatory tender offer such shareholder is barred from exercising the rightsassociated with these shares (including voting rights and in case of willful failure to send the notice and failureto subsequently send the notice in a timely manner the right to dividends) for the duration of the non-compliance A fine may also be imposed in such cases

2113 Transactions Undertaken for the Account of a Person with Management Duties

According to article 19 of the MAR a person discharging managerial responsibilities within the meaningof article 3 para 1 No 25 of the MAR (ldquoExecutiverdquo) must notify the Company and the BaFin of transactionsundertaken for their own account relating to the Companyrsquos shares debt instruments or related financialinstruments (subject to a EUR 20000 de minimis exception per calendar year for all such transactions)including inter alia the pledging or lending of financial instruments transactions undertaken by any personprofessionally arranging or executing transactions on behalf of an Executive or a closely associated person orentity of an Executive including where discretion is exercised and transactions made under a life insurancepolicy Such notifications are required to be made promptly and no later than three business days after the dateof the relevant transaction For the purposes of the MAR an Executive means a person within the Companywho is a member of the administrative management or supervisory body of the Company or a senior executivewho is not such member but who has regular access to inside information relating directly or indirectly to theCompany and who has power to make managerial decisions affecting the future developments and businessprospects of the Company A person closely associated with an Executive means certain family membersnamely a spouse a registered civil partner (eingetragener Lebenspartner) a dependent child as well as arelative who has shared the same household for at least one year on the date of the transaction concerned Aperson closely associated also includes a legal person trust or partnership the managerial responsibilities ofwhich are discharged by an Executive of the Company or by a family member of his or hers Finally the termincludes a legal person trust or partnership which is directly or indirectly controlled by an Executive (or by oneof its family members) or which is set up for the benefit of such a person or the economic interests of whichare substantially equivalent to those of such a person

The Company is required to ensure that such notifications are promptly made public and no later than twobusiness days after the relevant transaction In addition the Company is required to without undue delaytransmit the information to the German Company Register (Unternehmensregister) and notify the BaFin Non-compliance with the notification requirements may result in a fine

2114 Post-Admission Disclosure Requirements

After the Admission of the Companyrsquos shares to trading the Company will for the first time be subject tothe legal disclosure requirements for German stock corporations with shares listed on a public exchange Thesedisclosure requirements include inter alia the disclosure of an audited report of the remuneration paid tomembers of the Management Board and the Supervisory Board (Verguumltungsbericht) the disclosure oftransactions with related parties periodic financial reporting and other required disclosures according to theWpHG as well as disclosure requirements under the MAR The Company will also be obliged under the ListingRules of the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) (Boumlrsenordnung fuumlr die FrankfurterWertpapierboumlrse) as amended from time to time to publish quarterly statements as the Companyrsquos shares areto be listed on the Prime Standard sub-segment of the regulated market of the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse)

Pursuant to Article 17 of the MAR the Company is required to inform the public as soon as possible ofinside information (as defined below) which directly concerns the Company In such case the Company isrequired to also prior to informing the public inform the BaFin and the management of the trading venues andfacilities (Geschaumlftsfuumlhrungen der Handelsplaumltze) where financial instruments of the Company have been

239

admitted to trading or been included in such trading and after publication without undue delay transmit theinformation to the German Company Register (Unternehmensregister)

Inside information comprises inter alia any information of a precise nature which has not been madepublic relating directly or indirectly to one or more issuers or to one or more financial instruments andwhich if it were made public would be likely to have a significant effect on the price of those financialinstruments or on the price of related derivative financial instruments

The Company may at its own risk delay disclosure of inside information if (i) immediate disclosure islikely to prejudice the legitimate interests of the Company (ii) delay of disclosure is not likely to mislead thepublic and (iii) the Company is able to ensure that the inside information will remain confidential In such casethe Company is required to also inform the BaFin that disclosure of the information was delayed and provide awritten explanation of how the conditions set out in the preceding sentence were met immediately after theinformation is disclosed to the public Where disclosure of inside information has been delayed and theconfidentiality of that inside information is no longer ensured the Company is required to disclose such insideinformation to the public as soon as possible

2115 EU Short Selling Regulation (Ban on Naked Short Selling)

Pursuant to Regulation (EU) No 2362012 of the European Parliament and of the Council of March 142012 on short selling and certain aspects of credit default swaps (the ldquoEU Short Selling Regulationrdquo) theEuropean Commissionrsquos delegated regulation for the purposes of detailing the EU Short Selling Regulation andthe German EU Short Selling Implementation Act (EU-Leerverkaufs-Ausfuumlhrungsgesetz) of November 152012 the short selling of the Companyrsquos shares is only permitted under certain conditions Additionally underthe provisions of the EU Short Selling Regulation significant net short selling positions in the Companyrsquosshares must be reported to the BaFin and published if they exceed a specific percentage The reporting andpublication process is detailed in the German Regulation on Net Short Positions (Netto-Leerverkaufspositionsverordnung) of December 17 2012 The net short selling positions are calculated byoffsetting the short positions of a natural person or legal entity in the Companyrsquos shares with its long positionsin such shares The details are regulated in the EU Short Selling Regulation and the other regulations which theEuropean Commission enacted on short selling In certain situations described in the EU Short SellingRegulation the BaFin may restrict short selling and comparable transactions

240

22 GOVERNING BODIES

221 Overview

The Companyrsquos governing bodies are the Management Board the Supervisory Board and the generalmeeting The Company has a two-tier management and control system consisting of the Management Boardand the Supervisory Board The powers and responsibilities of these governing bodies are determined by theAktG the German Corporate Governance Code (Deutscher Corporate Governance Kodex) (the ldquoCoderdquo) theArticles of Association and the internal rules of procedure for both the Supervisory Board (Geschaumlftsordnungfuumlr den Aufsichtsrat) and the Management Board (Geschaumlftsordnung fuumlr den Vorstand)

The Management Board is responsible for managing the Company in accordance with applicable law theArticles of Association and the rules of procedure for the Management Board including the schedule ofresponsibilities (Geschaumlftsverteilungsplan) taking into account the resolutions of the general meeting Themembers of the Management Board represent the Company in dealings with third parties

Simultaneous management and supervisory board membership in a German stock corporation is notpermitted under the AktG however in exceptional cases and for an interim period a member of thesupervisory board may occupy a vacant seat on the management board of the same German stock corporationDuring this period such individual may not perform any duties for the supervisory board Such stand-inarrangement is limited in time for a maximum period of one year

The Supervisory Board determines the exact number of members of the Management Board Pursuant tothe Articles of Association the Management Board consists of at least two members The Supervisory Boardalso appoints the members of the Management Board and is entitled to dismiss such members under certaincircumstances As set out in the AktG the Supervisory Board advises and supervises the Management Boardrsquosadministration of the Company but is not itself authorized to manage the Company Certain transactions of theCompany and its dependent companies (abhaumlngige Unternehmen) require the consent of the Supervisory BoardMatters subject to the consent of the Supervisory Board currently include the following

bull Adoption of the annual plan and budget including the planned extent of borrowings and investmentplan as well as any changes thereto

bull Capital expenditures that are not explicitly included in the approved investment plan for the relevantfinancial year and where the value alone or together with other unforeseen capital expendituresexceeds EUR 25 million and that are not undertaken in accordance with the approved investment planfor the relevant financial year

bull Establishment acquisition sale and other disposal of companies equity investments and parts ofcompanies (including by way of participating in capital increases or otherwise) as well as acquisitionsale and other disposal of businesses and business units (or parts thereof) and fixed assets in eachcase if (i) the higher of (a) the book value (b) the fair market value (c) the consideration or (d) aloss on sale of the individual transaction exceeds the amount of EUR 50 million or (ii) the relevanttransaction results in a transfer (including by way of an acquisition or disposal of a majority stake ina company or group of companies) of 500 employees or more to or from the Group

bull Conclusion termination and material amendment of any merger joint venture or similar cooperationagreements as well as the entry into and dissolution of strategic alliances in each case with anyperson or entity which is not an affiliated entity (sec 15 et seq AktG) and conclusion materialamendment and termination of agreements under which persons or entities which are not an affiliatedentity (sec 15 et seq AktG) are granted any rights to the turnover or profits of the Company or anymember of the Group such as silent participations or profit-sharing loans

bull Intra-Group reorganization measures where these result or may reasonably be expected to result inactual or potential liabilities or other obligations for the Company or an affiliated entity (sec 15 etseq AktG) for example obligations for severance payments tax liabilities or one-time expenses thatexceed EUR 125 million and the conclusion amendment and termination of any inter-companyagreements pursuant to sec 291 et seq AktG

bull Acquisition sale encumbrance and other disposal of real estate rights equivalent to real estate orrights in real estate including sale and lease back agreements unless these transactions are explicitlyapproved in the approved annual plan and budget for the relevant financial year if the value of theindividual transaction exceeds EUR 10 million

241

bull The (i) granting of loans other credit facilities and other financing (ii) the issuance of bonds orincurrence of liabilities for borrowed money and (iii) the assumption of any surety guarantee orsimilar liability as well as the granting of any collateral (in the case of (iii) except for retention oftitle securities granted in the ordinary course of business) in each case to the extent not explicitlyapproved in the annual plan and budget and if the transaction volume exceeds EUR 150 million Thiswill not apply to exclusively intra-Group transactions

bull Establishment of programs for the repurchase of shares in the Company and for the repurchase ofdebt instruments of the Company if these debt instruments have an equity component

bull Introduction of and any changes to option plans for employees and other employee participationprograms as well as changes to fundamental principles of the remuneration and incentive system foremployees of the Company and its affiliated entities (sec 15 et seq AktG)

bull Decisions and measures of the Company that fundamentally change the Companyrsquos or the Grouprsquosnet assets financial position results of operations or risk (co-)exposure including measures thataffect the structure such as the commencement discontinuation or reduction of lines of business ormajor fields of activities if such line of business or activity or its discontinuation or reduction relatesto 5 of the Grouprsquos revenue (excluding energy related revenue) or if 500 Group employees or moreare to be affected by the measure and measures that materially change the long-term goals strategiesand strategic alignment of the Company and the Group and

bull Entering into settlement agreements in court or arbitration proceedings with a settlement valueexceeding EUR 100 million

In addition to the aforementioned transactions and measures the Supervisory Board may stipulate othertypes of transactions and measures to be subject to a requirement of its consent within the internal rules ofprocedure for the Management Board or for the Supervisory Board or by a resolution of its members TheSupervisory Board may also approve a certain group of the above-mentioned transactions in general

Each member of the Management Board and Supervisory Board owes a duty of loyalty duty of legalityand duty of care to the Company Members of these bodies must consider in their decision-making a broadspectrum of interests particularly those of the Company and its shareholders employees and creditors Inaddition the Management Board must take into consideration the shareholdersrsquo rights to equal treatment andequal access to information If members of the Management Board or Supervisory Board breach their dutiesthey may be individually liable or jointly and severally liable with the other members of the ManagementBoard or the Supervisory Board to the Company for compensatory damages

Under German law a shareholder generally has no right to proceed directly against members of theManagement Board or Supervisory Board to assert a breach of their duties to the Company In general only theCompany has the right to enforce claims for damages against the members of the Management Board orSupervisory Board With respect to claims against Supervisory Board members the Company is represented bythe Management Board and the Supervisory Board represents the Company with respect to claims againstmembers of the Management Board Pursuant to a decision of the German Federal Supreme Court(Bundesgerichtshof) the Supervisory Board is required to assert damages claims against the ManagementBoard if they are likely to succeed unless significant interests of the Company conflict with the pursuit of suchclaims and outweigh the reasons for bringing such claims Even if they decide not to pursue a claim theManagement Board and the Supervisory Board must nevertheless assert the Companyrsquos claims for damages if aresolution to this effect is passed by the general meeting with a simple majority vote The general meeting mayalso appoint a special representative (besonderer Vertreter) to assert the claims Such a special representativemay also be appointed by the court upon a request by shareholders whose shares together amount to not lessthan 110th of the share capital or represent a pro rata amount of EUR 1000000 In addition the generalmeeting may appoint a special auditor (Sonderpruumlfer) to audit transactions particularly managementtransactions by a simple majority vote If the general meeting rejects a motion to appoint a special auditorthe court must appoint a special auditor upon the request of shareholders whose shares together amount to notless than 1100th of the share capital at the time the request is filed or represent a pro rata amount ofEUR 100000 if facts exist that justify the suspicion that the behavior in question constituted dishonesty orgross violations of the law or the Articles of Association If the general meeting appoints a special auditor thecourt must appoint another special auditor upon the petition of shareholders whose shares cumulativelyconstitute 1 of the share capital at the time the petition is filed or constitute a pro rata share of EUR 100000if this appears necessary in particular because the appointed special auditor is unsuited

242

Shareholders and shareholder associations can solicit other shareholders to file a petition jointly or byproxy for a special audit for the appointment of a special representative or to convene a general meeting orexercise voting rights in a general meeting in the shareholdersrsquo forum of the German Federal Gazette(Bundesanzeiger) which is also accessible via the website of the German Company Register(Unternehmensregister) If there are facts that justify the suspicion that the Company was harmed bydishonesty or a gross violation of law or the Articles of Association shareholders who collectively hold 1 ofthe share capital or a pro rata share of EUR 100000 may also under certain further conditions seek damagesfrom members of the Companyrsquos governing bodies in their own names through court proceedings seeking leaveto file a claim for damages Such claims however become inadmissible if the Company itself files a claim fordamages

The Company may only waive or settle claims for damages against members of the Management Board orSupervisory Board three years after such claims arose and if the shareholders grant their consent at the generalmeeting by simple majority vote and if no objection is raised and documented in the minutes of the generalmeeting by shareholders whose shares cumulatively constitute 10 of the share capital

Under German law individual shareholders and all other persons are prohibited from using their influenceon the Company to cause a member of the Management Board or the Supervisory Board to take an actiondetrimental to the Company A shareholder with a controlling influence may not use that influence to cause theCompany to act contrary to its own interests unless there is a domination agreement (Beherrschungsvertrag)between the shareholder and the Company and unless the influence remains within the boundaries of certainmandatory provisions of law or compensation is paid for the disadvantages that the Company suffers from suchinfluence Any person who intentionally uses his or her influence on the Company to cause a member of theManagement Board or the Supervisory Board an authorized representative (Prokurist) or an authorized agent(Handlungsbevollmaumlchtigter) to act to the detriment of the Company or its shareholders is liable to compensatethe Company and the affected shareholders for the resulting losses Alongside a person who uses his or herinfluence to the detriment of the Company the members of the Management Board and Supervisory Board canbe jointly and severally liable if they acted in violation of their duties

222 Management Board

2221 Overview

Under the Articles of Association the Management Board consists of at least two members TheSupervisory Board determines the exact number of members and may appoint a member of the ManagementBoard to act as chairperson of the Management Board and another member as vice chairperson

Pursuant to section 84 para 1 sentence 1 AktG the Supervisory Board appoints members of theManagement Board for a maximum term of five years

Reappointment or extension of the term of members of the Management Board each for a maximumperiod of up to five years is permissible The Supervisory Board may revoke the appointment of a member ofthe Management Board prior to the expiration of the memberrsquos term for good cause such as a gross breach offiduciary duty or if the general meeting passes a vote of no-confidence with respect to such member unless theno-confidence vote was clearly unreasonable The Supervisory Board is also responsible for entering intoamending and terminating service agreements with members of the Management Board and in general forrepresenting the Company in and out of court vis-agrave-vis the Management Board

The Management Board makes decisions in its meetings with the approval of a simple majority of thevotes cast outside meetings with a simple majority of its members The Management Board has quorum whenall members have been invited and at least half of the members participate in the adoption of a resolution As arule the Management Board will pass resolutions in meetings including at meetings held via telephone andvideo conferences If no Management Board member objects resolutions may also be passed at the order ofthe chairperson of the Management Board outside meetings via telephone or video conference or by votestransmitted in writing by facsimile by email or by other commonly used means of communication Absentmembers are required to be informed without undue delay of the resolutions passed in their absence At theinstruction of the chairperson of the Management Board a resolution passed in the meeting may be combinedwith a resolution passed outside the meeting The Management Board adopts resolutions by a majority of thevotes cast by the participating members unless the Management Board consists of two members in which caseresolutions may be passed unanimously only Further details particularly regarding composition duties overallresponsibility allocation of responsibility for particular functions and internal organization are governed by theinternal rules of procedure for the Management Board which were resolved by the Supervisory Board onFebruary 9 2021 and entered into force with immediate effect on the same day

243

The Company is legally represented vis-agrave-vis third parties and in court proceedings by two members of theManagement Board or by one member of the Management Board together with an authorized representative(Prokurist)

The internal rules of procedure for the Management Board which were adopted by the Supervisory Boardon February 9 2021 provide for a delegation of responsibilities to individual members of the ManagementBoard on the basis of the schedule of responsibilities (Geschaumlftsverteilungsplan) The schedule ofresponsibilities is an annex to the internal rules of procedure for the Management Board and it falls withinthe Supervisory Boardrsquos power to pass change or repeal the schedule of responsibilities for the ManagementBoard

2222 Members of the Management Board

The following table lists the current members of the Management Board and their respectiveresponsibilities

NamePosition Born

Firstappointedin(1) Appointed until Responsibilities

Vivek Badrinath 1969 2020 December 31 2023 Chief Executive Officer (ldquoCEOrdquo)Thomas Reisten 1972 2020 December 31 2023 Chief Financial Officer (ldquoCFOrdquo)Christian Sommer 1967 2020 December 31 2023 General Counsel (ldquoGeneral Counselrdquo)

Company Secretary

Note

(1) Reflects first appointment as a managing director of Vantage Towers GmbH (ie prior to the change of legal form of theCompany)

The following description provides summaries of the curricula vitae of the current members of theManagement Board and indicates their principal activities outside the Group to the extent those activities aresignificant with respect to the Group

Vivek Badrinath

Mr Badrinath studied engineering and applied mathematics at the Eacutecole Polytechnique and the EacutecoleNationale Supeacuterieure des Teacuteleacutecommunications (ENST) He joined Vodafone and the executive committee asCEO for Africa Middle East Asia Pacific (ldquoAMAPrdquo) in October 2016 Until April 2020 he oversawVodafonersquos operations in South Africa Australia Egypt Ghana Kenya New Zealand and Turkey and untilFebruary 2021 in India which included overseeing three listed companies Vodacom Vodafone Idea Limited(until February 2021) and Safaricom Additionally he was a board member of Vodafonersquos operations in SouthAfrica India Qatar Australia and Egypt He served a term of two years as board member of the GSMA theindustry association of the mobile industry From 2014 to 2016 he was at Accor SA as deputy chief executiveresponsible for marketing digital solutions distribution and information systems He had a long career intelecommunications technology and enterprise services within Orange SA where he served as deputy chiefexecutive from 2013 to 2014 and held other roles including executive officer for business services and chieftechnology officer from 2004 to 2009 From 2000 to 2003 he ran the Indian operations of ThomsonMultimedia He was a board member of Nokia Oyj between 2014 and 2016 of Accor SA between 2016 and2019 and is now a board member of Atos SE Since April 2020 he has been a member of the ManagementBoard and the chief executive officer of the Company

Thomas Reisten

Mr Reisten studied business administration at the University of Muumlnster Germany After his studies hestarted his career in 1998 in the Finance Department of Mannesmann D2 before it was acquired by theVodafone group Following several finance roles at Vodafone Germany he had a number of different financeroles across the Vodafone footprint He had financial oversight for the Vodafone Group operating companies inAfrica Asia New Zealand and Australia as well as Vodafonersquos business-to-business operations globallyMr Reisten was chief financial officer of Vodafone Ireland from 2010 to 2013 chief financial officer ofVodafone Idea Limited from 2014 to 2018 chief financial officer of Vodafone Business from 2019 to 2020 andchief financial officer for AMAP Region from 2018 to 2020 Mr Reisten was appointed chief financial officerof the Company in June 2020 On January 14 2021 he was appointed chair of Cornerstone

244

Mr Reisten has been a member of the board of Indus Towers in India since 2014 one of the largest towercompanies globally He has previously also served on the board of Vodafonersquos operations in India AustraliaEgypt Ghana New Zealand South Africa and Vodafone Business

Christian Sommer

Mr Sommer studied law at the university of Freiburg Germany after finishing a banking apprenticeship atUniCredit He is admitted to the legal bar in both Germany and the Czech Republic He started his professionalcareer in the group legal department of Mannesmann AG and subsequently joined the legal department ofMannesmann Eurokom GmbH He joined Vodafone in 2001 where he held several positions in the legaldepartment of Vodafone Group Since May 2020 he has been the General Counsel of the Company

All members of the Management Board may be reached at the Companyrsquos offices at Prinzenallee 11ndash1340549 Duumlsseldorf Germany (telephone +49 211 617120)

The following overview lists all of the companies and enterprises in which the members of theManagement Board currently hold seats or have held seats on administrative management or supervisoryboards or comparable German or foreign supervisory bodies or of which they were partners during the lastfive years with the exception of the Company and companies within the Group

Vivek Badrinath Current seats

bull Atos SE (France)

Past seats

bull GSM Association (GSMA)




bull Safaricom Plc (Kenya)

bull Vodafone Hutchison Australia Limited subsequently TPGTelecom Ltd (Australia)

bull Vodafone and Qatar Foundation LLC (Qatar)

bull Vodafone Qatar PQSC (Qatar)

bull Accor SA (France)

bull AAPC India Hotel Management Pvt Ltd (India)

bull Nokia Oyj (Finland)

Thomas Reisten Current seats

bull Indus Towers Ltd (India)

Past seats



bull Ghana Telecommunications Company Ltd (Ghana)


bull Vodafone Australia Pty Ltd (Australia)

bull Vodafone Network Pty Ltd (Australia)

bull TPG Telecom Ltd (Australia)

bull Vodafone Hutchison Finance Pty Ltd (Australia)

bull Vodafone Hutchison Receivables Pty Ltd (Australia)

bull Vodafone Hutchison Spectrum Pty Ltd (Australia)

245

Christian Sommer Current seats

bull None

Past seats

bull Vodafone Sales amp Services Ltd


2223 Remuneration and Other Benefits of the Members of the Management Board

As noted above all members of the Management Board were appointed after March 31 2020Accordingly no member of the Management Board received any compensation from the Company during thefinancial year ended March 31 2020

During the six months ended September 30 2020 and the three months ended December 31 2020 theCompany was still established in the legal form of a German limited liability company (Gesellschaft mitbeschraumlnkter Haftung) and during these periods the aggregate remuneration paid by the Company to themembers of the management board of Vantage Towers GmbH amounted to approximately EUR 800000 andEUR 500000 respectively For further information see Note 8 of the Audited Six-Month CondensedCombined Interim Financial Statements and Note 8 of the Unaudited Three-Month Condensed CombinedInterim Financial Statements

22231 Remuneration System

The remuneration system for the Management Board is intended to reflect the long-term strategicobjectives of the Group and the responsibilities of the members of the Management Board as well as the scopeof their roles while at the same time considering each memberrsquos level of experience The members of theManagement Board are incentivized to deliver guidance and beyond It is the intention that approximately halfof their maximum potential short term and long term incentive remuneration where linked to financial metricsis subject to meeting guidance targets A meaningful portion of the variable incentives is dependent on theoutperformance of the guidance targets (for a description of the performance based remuneration seeldquo222312 Performance-Based Variable Remuneration Componentsrdquo)

The proposed target compensation structure for the members of the Management Board consists of non-performance and performance-based components For Mr Badrinath Mr Reisten and Mr Sommer theproposed target compensation structure comprises 26 to 36 42 to 52 and 39 to 49 base compensation(non-performance-based salary including fringe benefits and transitional allowances and pension contribution)respectively 18 to 28 15 to 25 and 16 to 26 short-term performance-based compensationrespectively and 41 to 51 28 to 38 and 30 to 40 long-term performance-based compensationrespectively in each case as a proportion of the target compensation

The individual members of the Management Board will receive the following remuneration components

222311 Non-Performance-Based Salary

The members of the Management Board receive a fixed annual base salary in cash which is paid in twelveinstalments Pursuant to the service agreements with each member of the Management Board the annual basecompensation is EUR 725004 gross for Mr Badrinath EUR 410004 gross for Mr Reisten and EUR 280008gross for Mr Sommer

In addition certain monetary and non-monetary benefits are provided such as supplementary enhancedsick pay for a period of up to twelve months director and officer insurance (for each of the members of theManagement Board) transitional allowance of EUR 288000 gross in total for three years (Mr Badrinath)transitional allowance of EUR 216000 gross in total for three years (Mr Reisten) invalidity and deathinsurance covering accidents based on the Companyrsquos guidelines (as amended) provision of a company car orcompany car allowance and other fringe benefits such as contributions to health (including costs connected withpreventive medical examinations) and pension insurance (each for all members of the Management Board)

246

222312 Performance-Based Variable Remuneration Components

The variable remuneration consists of the following components

2223121 Short-Term Incentive

The annual short-term incentive (the ldquoSTIrdquo) will be paid in cash annually and is subject to certainfinancial KPIs consisting of Adjusted EBITDAaL (expected to be weighted 30) Recurring Free Cash Flow(expected to be weighted 30) incremental non-Vodafone revenue (expected to be weighted 20) and non-financial KPIs (expected to be weighted 20) For 100 target achievement members of the ManagementBoard will receive an STI which amounts to 100 of the annual fixed salary (gross) for Mr Badrinath and60 of the annual fixed salary (gross) for Mr Reisten and Mr Sommer After the end of every financial yearthe Supervisory Board establishes the STI amount to be delivered depending on the degree of targetachievement where the degree of target achievement for financial KPIs is calculated linearly between 0 and200 and for non-financial KPIs the Supervisory Board assesses the performance of each metric anddetermines their respective achievement The STI is capped at 200 of the target amount

2223122 Long-Term Incentive

Under the long-term incentive plan (ldquoLTIrdquo) typically during the beginning of each financial year themembers of the Management Board are granted annually an award of notional shares (the ldquoNotional Sharesrdquo)for a certain performance period (typically three financial years) during which the performance conditions aremeasured (ldquoPerformance Periodrdquo) After the Performance Period based on the relative fulfilment of theperformance conditions and the non-occurrence of forfeiture events the Supervisory Board will determine thenumber of Notional Shares that may vest and be transferred to the relevant member of the Management Boardin the form of actual shares of the Company (ldquoActual Sharesrdquo) The Actual Shares are then subject to aholding period during which the Management Board members must not monetize the them Such holdingperiod ends no earlier than the fourth anniversary of the date of granting the Notional Shares

The number of Notional Shares vesting to the respective member of the Management Board at the end ofthe Performance Period is based on the achievement of the performance conditions These include RecurringFree Cash Flow as a financial component (accounting for no less than 50) total shareholder returns (ldquoTSRrdquo)compared to a peer group of companies of similar size and complexity as a market component and an ESGcomponent

The relative weightings will be reviewed annually but are anticipated to be 60 Recurring Free CashFlow 30 TSR and 10 ESG for the first LTI grant The achievement of the performance conditions will becalculated separately for each performance condition and the maximum number of Notional Shares which mayvest with respect to a performance condition corresponds to the relative weighting of such performancecondition

Each member of the Management Board has a target award level for each annual Notional Shares awardThe annual target amount for a member of the Management Board equals 200 of the annual fixed base salary(gross) for Mr Badrinath and 100 of the annual fixed base salary (gross) for Mr Reisten and Mr Sommer

The initial allocation of Notional Shares at the grant date is based on an assumed maximum achievementof the performance conditions (ldquoMaximum Allocationrdquo) and the number of Notional Shares so grantedrepresents 200 of the Notional Shares which are equivalent to the Notional Shares pursuant to the respectivetarget award level In addition at least for each performance condition which is linked to financial metrics aminimum and maximum threshold level of performance will be established The Notional Shares vesting inrelation to each performance condition will then be calculated on the basis of the actual achievement whereasin the case of reaching the minimum threshold it is anticipated that 25 of the Maximum Allocation wouldvest in the case of the achievement of the target level 50 of the Maximum Allocation would vest and in thecase of reaching the maximum threshold performance 100 of the Maximum Allocation would vest Inbetween the minimum performance threshold and the target level achievement as well as between the targetlevel threshold and the maximum achievement of the performance conditions the number of Notional Shareswhich will vest is calculated on a pro rata basis subject to the achievement of the performance conditions Ifthe minimum threshold is not reached no Notional Shares will vest in relation to such performance conditionWith respect to the ESG performance condition the respective ESG performance targets will be determined atgrant and the long-term remuneration attributable to this performance condition will be determined after theend of the performance period

247

The members of the Management Board will also be entitled to a dividend equivalent which is equivalentto the Euro amount of any dividends paid by the Company to its shareholders in the period between the grantdate of the LTI and the date on which the Actual Shares are transferred to the members of the ManagementBoard This dividend equivalent will be granted in the form of additional Notional Shares For that purpose thedividend amount per share paid in the relevant period will be converted into shares (rounded down to nearestwhole share) that will be added to the Notional Shares and thus will accordingly be subject to the adjustmentand calculation mechanism regarding the Notional Shares granted at grant date and as described above Suchcalculation is made on the basis of the stock price on the ex-dividend date

In the case of extraordinary events or developments such as a demerger of the Company material changesin the shareholder structure or certain capital or structuring measures of the Company the Company is entitledto prematurely vest the Notional Shares or adjust the terms or the number of Notional Shares each subject tocertain conditions

The maximum number of Actual Shares that may be transferred to a member of the Management Boardfollowing vesting may be capped by the total remuneration cap as determined in the individual servicecontracts of the members of the Management Board (see below ldquo2223125 Maximum Remunerationrdquo)

2223123 Malus and Clawback

Malus and clawback provisions apply based on the members of the Management Boardrsquos service contractsin relation to the STI and LTI in the event of individual andor organizational misconduct Individualmisconduct means intentional or grossly negligent conduct by the members of the Management Board that isunethical or in breach of their duties as well as in particular criminal behaviour (eg fraud or taking bribes)Organizational misconduct means cases in which the members of the Management Board have violatedintentionally or grossly negligently their monitoring or organizational duties Both kinds of misconduct maylead to a reduction of the STI andor LTI by up to 100 of the maximum STI andor LTI remuneration or tothe clawback of an STI andor LTI (in part or in full) that has already been paid out if the Company informsthe member of the Management Board of the clawback within three years after pay-out

2223124 Pension Benefits

The members of the Management Board participate in the Vodafone pension scheme for senior executives(Vodafone Pensionsplan Fuumlhrungskraumlfte) The monthly contribution of the Company under this schemeamounts to 3 of the fixed monthly base salary up to the applicable income threshold and 16 of the fixedmonthly base salary above the applicable income threshold

2223125 Maximum Remuneration

The maximum remuneration is the numerical cap and therefore the highest possible actual pay-out thatcan be received for the relevant financial year consisting of non-performance-based salary (including fixed basesalary fringe benefits and pension benefit commitments) STI and long-term variable remuneration under theLTI The maximum remuneration will be determined by the Supervisory Board and may be amended from timeto time subject to applicable law The current maximum annual remuneration amounts to EUR 13 million forMr Badrinath EUR 4 million for Mr Reisten and EUR 4 million for Mr Sommer If the maximumremuneration is exceeded the Supervisory Board will be entitled to reduce or if payout or transferrespectively has already occurred to claim back in accordance with the claw-back regulations the payoutamount of the STI andor the amount of shares to be transferred under the LTI plan equal to the amount bywhich the maximum remuneration has been exceeded

22232 Commitments in Connection with Termination of Management Board Membership

The revocation of the appointment as member of the Management Board is subject to restrictions understatutory law and generally requires ldquogood causerdquo The impact of a revocation on the Management Boardmemberrsquos compensation including any severance will depend on the terms of the service contract in place

If the service contract of a member of the Management Board is terminated during a financial year thebase salary and the variable remuneration (STI and LTI) as well as other remuneration components will besettled pro rata temporis unless otherwise specified in the service contract The target values for STI and LTIwill be set pro rata temporis The amount of the pay-out respectively of the grant will continue to be based onthe originally agreed targets and criteria and will occur at the respective due date

248

If the Company is entitled to terminate the service contract of a member of the Management Board forgood cause or in case of an unjustified resignation from office by the member of the Management Board themember of the Management Board is not entitled to any grants under the STI and LTI for the current financialyear

In the event of a termination of service contract of a member of the Management before the agreed termhas ended any severance payment to compensate the remuneration of the member of the Management Board(including all fringe benefits and benefits in kind) will be limited to a maximum of two annual fixed basesalaries If the remaining duration of the service contract is less than two years this severance cap will bereduced pro rata temporis A possible severance payment will not be paid if the Company would be entitled toterminate the service contract according to Sec 626 of the German Civil Code (BGB) or in case of resignationof the Board Member without good cause for which the Company is responsible

22233 Secondary Activities of Members of the Management Board Term DampO Insurance

During the term of their service relationship the assumption of Supervisory Board mandates advisoryboard mandates and any other secondary occupation by members of the Management Board requires the priorconsent of the Supervisory Board

During the term of the service agreement the members of the Management Board are not permitted towork for a company or hold an interest in a company that competes with the Company or its affiliates or has asignificant business relationship with the Company or its affiliates Freelance or consulting work for such acompany is also prohibited

The term of the service contracts between the members of the Management Board and the Company eachcommenced on January 16 2021 and runs until and includes December 31 2023 During such terms eachservice contract may only be terminated for good cause under statutory law

All members of the Management Board are covered by the applicable directors and officers insurancepolicies with market standard coverage and a deductible in line with the respective provisions of the GermanStock Corporation Act (Aktiengesetz) of 10 of the damage but not exceeding 150 of the fixed annualremuneration for all claims within one year The directors and officers insurance policies cover financial lossesarising from a breach of duty by the members of the Management Board in the course of fulfilling their duties

22234 Treatment of Vodafone Entitlements after Initial Public Offering

The members of the Management Board currently participate in long term incentive programs of VodafoneGroup Plc granted in the financial years ended March 31 2019 2020 and 2021 which would (if not amended)subject to the level of achievement of the performance conditions result in the vesting of shares in VodafoneGroup Plc in June 2021 June 2022 and June 2023 It is currently intended that the long term incentive grantedin the financial year ended March 31 2019 will result in the vesting of shares in Vodafone Group Plc The longterm incentive awards granted in the financial years ended March 31 2020 and 2021 are currently subject tofurther discussions as to whether the underlying shares subject to these awards may be exchanged to result inthe vesting of shares in the Company instead of shares in Vodafone Group Plc

2224 Shareholdings of the Members of the Management Board in the Company and ShareOwnership Guidelines

As of the date of this Prospectus no member of the Management Board directly or indirectly holdsCompany shares or options on Company shares

Following the Offering the CEO will be required to hold a value equivalent to 300 of the annual fixedbase salary (gross) in shares of the Company For the other members of the Management Board the shareownership will be set at a value equivalent to 100 of the annual fixed base salary (gross) for the CFO and50 of the annual fixed base salary (gross) for the General Counsel An individualrsquos share ownership guidelineneeds to be met within five years from the date of their respective appointment

223 Supervisory Board

2231 Overview

In accordance with the Articles of Association and sections 95 and 96 AktG the Supervisory Boardconsists of nine members All members of the Supervisory Board are elected by the Companyrsquos generalmeeting Further simultaneously with the election of the Supervisory Board members the general meeting may

249

appoint substitute members to replace a member of the Supervisory Board retiring before the expiration of hisor her term without a successor having been appointed and in the sequence determined at the election The termof office of such substitute members are to expire upon the conclusion of the general meeting at which asuccessor is appointed and at the latest at the end of the term of office of the leaving member If the substitutemember whose term of office has terminated due to the election of a successor was appointed as substitutemember for several members of the Supervisory Board its position as substitute member shall be renewedReelection of members of the Supervisory Board is possible

The Supervisory Board members as well as each substitute member are elected for a period ending withthe close of the general meeting that resolves on the formal approval (Entlastung) of the Supervisory Board forthe fourth financial year following the beginning of their term of office unless a shorter term of office isdetermined at the time when the Supervisory Board members are elected by general shareholdersrsquo meetingWhen calculating the respective term of office the financial year in which the term of office commences shallbe disregarded

The Supervisory Board members may be removed from office by a resolution of the general meeting ifsuch resolution is approved by at least a majority of the votes cast In addition each member of theSupervisory Board and each substitute member may resign from office even without good cause with onemonthrsquos written notice which may be waived or shortened by the chairperson of the Supervisory Board or incase if a resignation of the chairperson his or her deputy With good cause the resignation may take place withimmediate effect Following the general meeting at which the members of the Supervisory Board have beenelected for a new term the Supervisory Board will elect a chairperson and one or several deputy chairpersonsfrom among its members to serve for the duration of those membersrsquo terms of office as members of theSupervisory Board or a shorter period if so determined by the Supervisory Board If the chairperson or adeputy chairperson leaves such office before the end of their term the Supervisory Board will conduct a newelection without undue delay

The Supervisory Board issues its own rules of procedure (Geschaumlftsordnung des Aufsichtsrats) inaccordance with mandatory statutory provisions and the Articles of Association It is further authorized to formcommittees from among its members in accordance with the law and the Articles of Association To the extentpermitted by law or by the Articles of Association the Supervisory Board may delegate its duties and rights toits chairperson individual members or committees comprising its members The Supervisory Board willdetermine the composition powers and procedures of the committees The current version of the SupervisoryBoardrsquos internal rules of procedure was passed by resolution of the Supervisory Board on February 9 2021The Supervisory Board is required to hold at least two meetings in each calendar half-year and is required tohold one meeting in each calendar quarter

The Articles of Association provide that resolutions of the Supervisory Board will generally be passed inphysical meetings Resolutions on items on the agenda that have not been notified in good time may only bepassed if no member objects to the vote In such a case absent members of the Supervisory Board shall begiven the opportunity to object to the resolution within a reasonable period set by the chairperson Theresolution only becomes effective if no absent member has objected within the set period

At the request of the chairperson resolutions of the Supervisory Board may also be passed (i) outside ofphysical meetings by votes submitted or cast in writing by telephone by video conference or by other meansof electronic communication(s) (including email) including by circular procedure (Umlaufverfahren oderRundruf) as well as (ii) by way of a combination of meeting and votes cast by members of the SupervisoryBoard not participating in the meeting The Supervisory Board will constitute a quorum if at least half of thetotal number of members of which it has to be composed participate in the adoption of the resolution

Unless otherwise provided by mandatory law resolutions of the Supervisory Board are passed by a simplemajority of the votes cast An abstention will not be considered as a vote cast

250

2232 Members of the Supervisory Board

The following table lists the current members of the Supervisory Board

Name BornMembersince

Appointeduntil Position Principal occupation

Ruumldiger Grube 1951 2021 2025 Chairman Business Consultant

Charles C Green III 1946 2021 2025 Member andChair of Audit and

Risk Committee

Non-Executive Director and Advisoredotco Group Sdn BhdNon-Executive Director

Frontier Tower Associates

Terence Rhodes 1955 2021 2025 Member Professional Board Member

Katja van Doren 1966 2021 2025 Member andChair of Remuneration

Committee

Chief Financial Officer andChief Human Resources Officer

RWE Generation SE

Rosemary Martin 1960 2021 2025 Deputy Chairperson General Counsel andCompany SecretaryVodafone Group Plc

Michael Bird 1982 2021 2025 Member Group MampA DirectorVodafone Group Plc

Barbara Cavaleri 1969 2021 2025 Member Finance Director Vodafone Italy

Johan Wibergh 1963 2021 2025 Member Head of IT and NetworksVodafone Group Plc

Pinar Yemez 1974 2021 2025 Member Human Resources DirectorVodafone Business and

Group Functions

The following description provides summaries of the curricula vitae of the current members of theSupervisory Board and indicates their principal activities outside the Group to the extent those activities aresignificant with respect to the Group

Ruumldiger Grube

After technical training in metal aircraft construction at Messerschmitt-Boumllkow-Blohm Prof Dr Grubewent on to study automotive engineering and aircraft construction at the University of Applied Sciences inHamburg graduating as a qualified engineer Subsequently he studied vocational and business teaching at theUniversity of Hamburg He completed a doctorate in business and employment studies in 1986

From 1986 to 1989 he worked as a freelance consultant for Messerschmitt-Boumllkow-Blohm and went on towork in a number of managerial posts at MBB SE Deutsche Airbus GmbH and Daimler-Benz Aerospace AGFrom 1996 to 1999 he was Senior Vice President and Head of Corporate Strategy at Daimler-Benz AG andDaimlerChrysler AG After serving as CEO for one year of Haumlussler-Gruppe in 2000 he returned toDaimlerChrysler as Senior Vice President for Corporate Development and Head of Post-Merger-Integrationbefore becoming a member of the Board of Management From 2001 to 2009 Prof Dr Grube was a member ofthe Board of Management at DaimlerChrysler AG (later Daimler AG) and was responsible for corporatedevelopment and equity interests as well as mergers and acquisitions and from 2004 onwards he was alsoresponsible for all business in Northeast Asia From 2005 to 2009 he was chairman of the supervisory board ofEADS (subsequently Airbus Group SE) From 2009 to 2017 he was CEO and Chairman of the ManagementBoard of Deutsche Bahn AG and since 2017 he chairs the investment banking business of US advisory firmLazard Limited in Germany

Prof Dr Grube has also been a member of various supervisory boards and boards of directors forcompanies such as Hyundai Motors McLaren-Mercedes Mitsubishi Motors as well as the Hamburg-PortAuthority HPA He is currently a member of the Advisory Council of Deutsche Bank Aktiengesellschaft and ofthe supervisory boards of DEUFOL SE RIB-Software SE and AlstomBombardier Germany GmbH andchairman of the supervisory boards of Hamburger Hafen und Logistik AG HHLA and Vossloh AG

His honorary activities include being Chairman of the Board of Trustees of Deutsche Nationalstiftung(German national foundation) Prof Dr Grube is also Honorary Professor in Mobility and Logistics at theTechnical University of Hamburg

251

Charles C Green III

Mr Green graduated with a Master of Business Administration (Finance) from the University of Texas atAustin TX in 1969 He qualified as a Chartered Financial Analyst in 1974 and started his professional careerin 1969 at J P Morgan Investment Management He has international tower experience spanning over 22 yearsand has been a director of Treptow Development Company and Torch Energy Advisors Inc and certain of itsaffiliates Mr Green was also executive vice president group chief financial officer and director of allsubsidiaries of Crown Castle International Corporation and launch chief executive officer and director of theInternational Digital Infrastructure Alliance Further Mr Green has been co-founder chief executive officerexecutive chair and director of Helios Towers Africa LLP and a director of Helios Investment Partners

Mr Green is a member of the CFA Institute and of the CFA Society of the UK (previously known as theUK Society of Investment Professionals) He has also been awarded the first Lifetime Achievement Award inthe industry in 2016 and Top 20 Tower Industry Executives of 2020 by TowerXchange

Terence Rhodes

Mr Rhodes holds an MSc in Economics from the London School of Economics an MBA from LondonBusiness School and is a graduate of their Investment Management Program He started his career as aneconomist at UK Government departments including HM Treasury and then worked in senior positions at O2BT Group Plc and Cable and Wireless Plc before co-founding Celtel

Mr Rhodes has over 30 years of experience in mobile telecommunications the last 12 years of whichhave been as a provider of tower Site services From 2008 to 2020 Mr Rhodes was a co-founder director andfrom 2014 he was the chief executive officer of Eaton Towers Ltd a UK based company providingtelecommunications infrastructure in six countries across Africa

Previously Mr Rhodes co-founded Celtel International BV in 1998 a pan-African mobile telecomscompany operating in 14 countries In 2012 Mr Rhodes was a founder and non-executive director of Puma 9VCT Plc

Katja van Doren

Katja van Doren studied business administration at the University of Cologne and at Eacutecole des HautesEacutetudes Commerciales Paris (HEC) from 1985 to 1991 and obtained a Master of Business Administration From1991 to 1999 she worked for KPMG in Duumlsseldorf and Paris She passed the German professional exams asCertified Public Accountant (Wirtschaftspruumlfer) and as Tax Consultant (Steuerberater) From 1999 to 2013Katja van Doren held several positions in RWErsquos German Supply and Distribution Network OperationsBusiness In 2014 Katja van Doren became the Group Division Manager Accounting amp Tax at RWE AG Shewas member of the supervisory boards of Suumlwag AG and Stadtwerke Kamp-Lintfort GmbH From 2016 to2017 she became Division Manager Accounting amp Tax at Innogy SE From 2014 to 2020 Katja van Dorenwas the chairman of the RWE Pensionsfonds AG Katja van Doren was appointed to serve as a member of theexecutive board of RWE Generation SE as of September 1 2017 She acts as chief financial officer and ChiefHuman Resources Officer of RWE Generation SE In addition she is a member of the supervisory boards ofSocieacuteteacute Eacutelectrique de lrsquoOur Luxembourg and Groszligkraftwerk Mannheim AG

Rosemary Martin

Ms Martin qualified as an English solicitor in 1985 and has a degree in Philosophy with Literature fromthe University of Sussex and an MBA in Legal Practice After two years at the College of Law in GuildfordUK in 1983 Ms Martin began her career at Rowe amp Maw a law firm in London becoming a partner in 1989In 1997 she moved to Reuters Group Plc as Deputy Company Secretary becoming Company Secretary andthen General Counsel amp Company Secretary and a member of the grouprsquos Executive Committee In 2008 shejoined Practical Law Company an online legal information company as chief executive In 2010 Ms Martinjoined Vodafone Group Plc as General Counsel amp Company Secretary Rosemary is a member of the VodafoneGroup executive committee and a trustee of the Vodafone Foundation In addition to her executive role MsMartin is a member of the Panel on Takeovers and Mergers (UK) a trustee of Lloydrsquos Register Foundation anda member of the Council of the University of Sussex

She is also a member of the advisory boards of the Oxford Internet Institute and LuminanceTechnologies Ltd and was formerly a director of HSBC Bank Plc and the Legal Services Board and was anindependent non-executive of Ernst amp Young

252

Michael Bird

Mr Bird is a chartered accountant with a degree in mathematics economics and statistics from WarwickUniversity UK He began his professional career at PriceWaterhouseCoopers LLP in 2004 initially working onaudit engagements before moving to the corporate finance practice where he also had a two year secondment tothe Panel on Takeovers and Mergers (UK) the regulator of UK public company mergers and acquisitions In2011 he moved into investment banking joining Morgan Stanleyrsquos UK investment banking team Since 2015Michael has worked in Vodafone Group Plcrsquos mergers and acquisitions team and became Vodafone GroupMampA Director in 2019

Barbara Cavaleri

Mrs Cavaleri graduated in Business Administration at Bocconi University in Milan Mrs Cavaleri startedher professional career as an Auditor and Senior Consultant in one of the big five accounting firms

Mrs Cavaleri then joined Vodafone Italia SpA in Italy where she held different finance roles In 2014 shemoved to the Vodafone Group Plc in London as Finance Director for Group Technology supporting the GroupTechnology Director and the Technology Leadership Team in investment decisions and monitoring and capitalexpenditure allocations During this period she was the Chairman of the Audit Committee for VodafoneEspantildea SAU

Since 2016 Mrs Cavaleri is Finance Director of Vodafone Italia SpA

In addition she is a Board Member of Vodafone Italia SpA and some of the smaller Vodafone legalentities and Chairman of VEI Srl and previously of Vodafone Towers Srl (the Vodafone tower company createdin 2019 which has since then merged into INWIT)

Johan Wibergh

Mr Wibergh graduated with a masterrsquos degree in computer science from Linkoumlping University SwedenHe joined Vodafone Group Plc and the Executive Committee in May 2015 as Group Chief Technology Officerand Chief Information Officer He is responsible for all aspects of Network and IT in Vodafone includingstrategy architecture vendor executive management delivery operation and performance technology securityincluding Cyber Security product development all IT systems including all digital interactions with customers

Before joining Vodafone Group Plc Mr Wibergh held profit and loss responsibilities for 23 years in thetelecom vendor industry at Ericsson as well as in the IT industry Mr Wibergh was responsible for theNetworks product business in Ericsson Other positions include chairman of the region Latin America for fiveyears and twice-local market president (Brazil and the Nordic and Baltic countries)

Mr Wibergh is a member of the board of directors of the Silicon Valley company Trimble Inc that islisted on NASDAQ

Between 2016 and 2018 Mr Wibergh served as the chairman of the Next Generation Mobile Network analliance comprising most of the leading MNOs in the world (such as ATampT Verizon China Mobile DeutscheTelecom and NTT DoCoMo) He has served for six years on the board of the Royal Technical University inStockholm as well as on the board of The Association for Technology Companies in Sweden He also spentfive years on the board of The Confederation of Swedish Enterprises Mr Wibergh served on the board andaudit committee of ST-Ericsson a 5050 joint venture between Ericsson and STMicroelectronics Mr Wiberghis also a member of the Customer Board of Advisors for IBM Huawei and Amdocs

Pınar Yemez

Ms Yemez holds a bachelorrsquos degree in Economics from the University of California Irvine and anExecutive Masterrsquos degree in Coaching and Consulting for Change at INSEAD University Fontainebleau Pinarstarted her professional career in investment consultancy at Merrill Lynch US and then joined Bristol MyersSquibb in 1997 where she held Finance Treasury Manager and Human Resources Director roles Subsequentlyshe worked in London as UK Human Resources Director then as Europe Human Resources OperationsDirector and Europe Talent Management and Acquisition Director in Paris Pınar joined Vodafone Turkey in2012 as Human Resources Director and moved to Vodafone Group Plc as Human Resources Director forVodafone Business Group in 2018 Currently she is Human Resources Director for Vodafone Business andGroup Functions of Vodafone Group Plc and has been a director of Vodafone Group Services Limited since2019 Pinar has contributed to several NGOs and non-profit organizations in Turkey at Board level including

253

Women On Board Women Corporate Directors People Management Association and Turkish QualityAssociation

All members of the Supervisory Board may be reached at the Companyrsquos offices at Prinzenallee 11mdash1340549 Duumlsseldorf Germany (telephone +49 211 617120)

The following overview lists all of the companies and enterprises in which the members of theSupervisory Board currently hold seats or have held seats on administrative management or supervisoryboards or comparable German or foreign supervisory bodies or of which they were partners during the lastfive years with the exception of the Company and companies within the Group

Ruumldiger Grube Current seats

bull DEUFOL SE

bull Hamburger Hafen und Logistik AG HHLA

bull RIB-Software SE

bull Vossloh AG

bull AlstomBombardier Transportation Germany GmbH

Past seats

bull Deutsche Bahn AG

bull Herrenknecht AG

Charles C Green III Current seats

bull Pinnacle Towers Pte Ltd

bull edotco Group Sdn Bhd

Past seats

bull Helios Towers Africa LLP

bull Helios Towers Nigeria Ltd

bull International Digital Infrastructure Alliance

Terence Rhodes Current seats

bull None

Past seats

bull Eaton Towers Ltd

bull Puma VCT 9 Plc

Katja van Doren Current seats

bull RWE Generation SE

bull Socieacuteteacute Eacutelectrique de lrsquoOur SA Luxembourg

bull Groszligkraftwerk Mannheim AG

Past seats

bull RWE Pensionsfonds AG

bull Suumlwag AG

bull Stadtwerke Kamp-Lintfort GmbH

Rosemary Martin Current seats

bull Vodafone Corporate Secretaries Ltd

bull Vodafone Foundation

bull Lloyds Register Foundation

254

bull Panel on Takeovers and Mergers (UK)

bull University of Sussex

Past seats

bull EY

bull HSBC Bank Plc

bull Vodafone Group (Directors) Trustee Ltd

bull Vodafone Nominees Ltd

bull Rian Mobile Ltd

bull Vodafone Mobile Communications Ltd

Michael Bird Current seats

bull None

Past seats

bull None

Barbara Cavaleri Current seats

bull Vodafone Italia SpA

bull VEI Srl

bull VND SpA

Past seats

bull Vodafone Towers Srl

bull Cable amp Wireless GN Ltd

bull Stentor Ltd

bull Vodafone Global Network Ltd

bull Vodafone Enterprise Global Ltd

bull INWIT

Johan Wibergh Current seats

bull Trimble Inc

Past seats

bull Next Generation Mobile Network (NGMN) Alliance


Pinar Yemez Current seats

bull Vodafone Group Services Ltd

Past seats

bull None

255

2233 Supervisory Board Committees

Under the Articles of Association the Supervisory Board can form committees in accordance with the lawThe composition powers and procedures of the committees will be established by the Supervisory BoardWhere permitted under law decision-making powers of the Supervisory Board may be conferred upon suchcommittees As provided for by the Supervisory Boardrsquos rules of procedure the Supervisory Board has formedthe following committees

22331 Audit Risk and Compliance Committee

The purpose of the Audit Risk and Compliance Committee (Pruumlfungsausschuss) is to assist theSupervisory Board in fulfilling its responsibilities to oversee the accounting and financial reporting processesThese responsibilities include among other things the preparation of the review of the correctness andcompleteness of the Companyrsquos annual financial statements and consolidated financial statements and relateddisclosure as well as the oversight of the Companyrsquos internal control system risk management internal auditand compliance The committee furthermore discusses the semi-annual and the quarterly financialannouncements with the Management Board It also oversees the performance qualifications andindependence of the external auditor prepares the Supervisory Boardrsquos recommendation to the Companyrsquosgeneral meeting regarding the appointment of the auditor and is responsible for the auditor selection procedureif any according to Regulation (EU) No 5372014 of the European Parliament and of the Council of April 162014

The Audit Risk and Compliance Committee also further evaluates the risks of the Group on a regularbasis (see ldquo1618 Compliance and Risk Managementrdquo)

Pursuant to the rules of procedure for the Audit Risk and Compliance Committee the Audit Risk andCompliance Committee will consist of at least three members As of the date of this Prospectus the Audit Riskand Compliance Committee consists of Rosemary Martin Michael Bird Barbara Cavaleri and Charles CGreen III

Section 107 para 4 AktG requires the Company to have at least one member of the audit committee withexpertise in the fields of accounting or auditing within the meaning of section 100 para 5 AktG As concernsthe Supervisory Board and its audit committee Michael Bird Barbara Cavaleri and Charles C Green III areconsidered to possess the respective expertise

22332 Remuneration and Nomination Committee

The Remuneration and Nomination Committee will among others (i) propose to the general meetingsuitable candidates for the Supervisory Board to be elected by the general meeting (ii) propose to theSupervisory Board suitable candidates for appointment to the Management Board and (iii) set assess andrecommend for shareholder approval the remuneration system for the members of the Management Board

Pursuant to the rules of procedure for the Remuneration and Nomination Committee the Remunerationand Nomination Committee will consist of at least three members As of the date of this Prospectus theRemuneration and Nomination Committee consists of Katja van Doren Pinar Yemez and Johan Wibergh

2234 Remuneration and Other Benefits of the Members of the Supervisory Board

In the twelve months ended March 31 2020 members of the Supervisory Board did not receive anyremuneration because a Supervisory Board did not exist during that period

Section 13 of the Articles of Association governs the remuneration of the members of the SupervisoryBoard

Each member of the Supervisory Board receives an annual basic compensation of EUR 80000 Thechairperson of each committee receives a premium of EUR 15000

The annual compensation for the chairperson is EUR 300000 and for the deputy chairpersonEUR 150000

The members of the Supervisory Board who also hold a position within Vodafone Group will waive theirright to receive a remuneration as members of the Supervisory Board of the Company

Supervisory Board members who have served on the Supervisory Board or a committee or performed oneof the aforementioned functions for only part of the financial year will receive prorated compensation for eachmonth or part month

256

2235 Shareholdings of the Members of the Supervisory Board in the Company

As of the date of this Prospectus no members of the Supervisory Board directly or indirectly holdCompany shares or options on Company shares

224 Certain Information Regarding the Members of the Management Board and Supervisory BoardConflicts of Interest

In the last five years no member of the Management Board or Supervisory Board has been convicted offraudulent offences

In the last five years no member of the Management Board or Supervisory Board has been associatedwith any bankruptcy receivership or liquidation acting in its capacity as a member of any administrativemanagement or supervisory body or as a senior manager

Additionally no official public incriminations andor sanctions have been made by statutory or legalauthorities (including designated professional bodies) against the members of the Management Board orSupervisory Board nor have sanctions been imposed by the aforementioned authorities in the last five years

No court has ever disqualified any of the members of either board from acting as a member of theadministrative management or supervisory body of an issuer or from acting in the management or conduct ofthe affairs of any issuer for at least the previous five years

Five members of the Supervisory Board hold senior positions at Vodafone and hold shares in VodafoneGroup Plc including as part of the remuneration they receive from Vodafone Following the Offering thesemembers of Vodafone senior management will continue to be members of the Supervisory Board See ldquo2222Members of the Management Boardrdquo and ldquo2232 Members of the Supervisory Boardrdquo Accordingly theirinterests may not be aligned with those of the Company or the Companyrsquos other shareholders which constitutesa potential conflict of interest Members of the Supervisory Board may not act in their own interests or in theinterests of persons or companies with whom they have a close relationship if those interests conflict with thoseof the Company

Neither the members of the Management Board nor the Supervisory Board have entered into a serviceagreement with a Group company that provides for benefits upon termination of employment or office exceptfor where such benefits are a result of collective bargaining agreements

There are no family relationships between the members of the Management Board and the SupervisoryBoard either among themselves or in relation to the members of the other body

There are no actual conflicts of interest and except as described above no potential conflicts of interestbetween the members of the Management Board and Supervisory Board as regards the Company on the onehand and their private interests membership in governing bodies of companies or other obligations on theother hand

225 General Meeting

Pursuant to section 14 para 1 of the Articles of Association the general meeting will be held at theregistered seat of the Company or of a German stock exchange at a place within a radius of 50 kilometers ofthe Companyrsquos seat or in any German city having a population of more than 100000 Each of the Companyrsquosno-par shares confer one vote in the general meeting unless the voting rights are excluded by law or theArticles of Association Except where other persons are authorized to do so by mandatory law the generalmeeting will be convened by the Management Board Unless a shorter period of time is permitted by lawnotice must be issued in the German Federal Gazette (Bundesanzeiger) at least 30 days prior to the date of thegeneral meeting the date of the convocation not being included when calculating this period This period willbe extended by the number of days of any registration period pursuant to section 15 para 1 of the Articles ofAssociation

A general meeting may be convened by the Management Board or the Supervisory Board or may berequested by shareholders whose shares collectively make up 5 of the share capital Shareholders orshareholder associations may solicit other shareholders to make such a request jointly or by proxy in theshareholdersrsquo forum of the German Federal Gazette (Bundesanzeiger) which is also accessible via the websiteof the German Company Register (Unternehmensregister) If following a request made by shareholders whoseCompanyrsquos shares collectively make up 5 of the share capital a general meeting of the Company is not heldin due time the competent local court (Amtsgericht) may authorize the shareholders who have requested it ortheir representatives to convene a general meeting of the Company The Supervisory Board must convene a

257

general meeting if it is in the interest of the Company The annual general meeting takes place within eightmonths of the end of the financial year

Pursuant to the Articles of Association all shareholders who have duly submitted notification ofattendance and are registered in the share register are entitled to participate in the general meeting and toexercise their voting rights The registration for participation must be received by the Company at least six daysprior to the general meeting unless a shorter period of time is set forth in the convening notice of the generalmeeting When calculating this period the day of the receipt by the Company and the day of the generalmeeting will not be included The convening notice may stipulate a shorter period measured in days Theregistration will be in text form and in the German or English language

Voting rights may be exercised by proxy The granting of a proxy its revocation and the evidence ofauthority to be provided to the Company must be in the form required by law unless the convening noticeprovides for a less strict form The Management Board is authorized to make provision for shareholders to casttheir votes in writing or by electronic communication without attending the general meeting (postal ballot)

The general meeting is chaired by the chairperson of the Supervisory Board or by another member of theSupervisory Board determined by the chairperson of the Supervisory Board If neither the chairperson of theSupervisory Board nor another member of the Supervisory Board designated by the chairperson of theSupervisory Board is present the chairperson of the general meeting shall be elected by the Supervisory Boardmembers present If the Supervisory Board does not exercise this right the chairperson of the general meetingwill be elected by the general meeting itself The chairperson of the general meeting will chair the discussionsand manage the proceedings of the general meeting determine the sequence of speakers and the treatment andsequence of the issues on the agenda and the method and sequence of the voting The chairperson is entitled toappropriately limit the time allowed for shareholdersrsquo questions and statements

Pursuant to section 17 para 2 of the Articles of Association resolutions of the general meeting areadopted by the simple majority of the votes cast (Stimmmehrheit) and if required by law in addition theretoby a simple majority of the share capital (Kapitalmehrheit) represented when the resolution is adopted unless ahigher majority is required pursuant to mandatory law or the Articles of Association According to the currentversion of the AktG many resolutions of fundamental importance (grundlegende Bedeutung) require both amajority of votes cast and a majority of at least 75 of the registered share capital represented when theresolution is adopted Such resolutions of fundamental importance include among others

bull the approval of contracts within the meaning of section 179a of the AktG (transfer of the entire assetsof the company) and management actions of special significance that require the approval of thegeneral meeting in compliance with legal precedents

bull amendments to the object of the company

bull capital increases without subscription rights

bull creation of conditional or authorized capital

bull ordinary or simplified capital reductions

bull liquidation of the Company

bull continuation of the liquidated company after the resolution on liquidation or expiry of the timeperiod

bull approval to conclude or amend affiliation agreements (Unternehmensvertraumlge) and

bull measures within the meaning of the German Transformation Act (Umwandlungsgesetz)

Once the respective shares have been acquired in compliance with the applicable legal provisions andsubject to ongoing compliance with such applicable legal provisions including for example merger controland foreign investment regulations neither German law nor the Articles of Association limits the right offoreign shareholders or shareholders not domiciled in Germany to hold shares or exercise the voting rightsassociated therewith

226 Corporate Governance

The German Corporate Governance Code (the ldquoCoderdquo) makes proposals concerning the management andsupervision of German-listed companies It is based on internationally and nationally recognized standards ofgood responsible governance The Code contains principles (Grundsaumltze) recommendations (ldquoshallprovisionsrdquo) and suggestions (ldquoshould provisionsrdquo) for corporate governance in relation to shareholders and

258

the general meeting the management board and the supervisory board transparency and accounting andauditing of financial statements The Code aims to promote confidence in the management and supervision ofGerman listed companies by investors customers employees and the general public Compliance with theCodersquos recommendations or suggestions is not obligatory German stock corporation law only requires themanagement board and the supervisory board of a German listed company to provide an annual statementregarding whether or not the recommendations in the Code were complied with Alternatively the managementboard and the supervisory board of a German listed company must explain which recommendations have notbeen complied with and are not being applied as well as the reasons underlying this non-compliance Thedeclaration of compliance (Entsprechungserklaumlrung) must be publicly available on the Companyrsquos website atall times

Prior to the listing of the Companyrsquos shares on the Frankfurt Stock Exchange (FrankfurterWertpapierboumlrse) the Company is not subject to the obligation to render a declaration as to compliance(Entsprechungserklaumlrung) with the Code As of the date of this Prospectus the Company complies andfollowing the listing of the Companyrsquos shares on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)intends to comply with the recommendations of the Code except for recommendation C4 according to whicha supervisory board member who is not a member of the management board of a listed company will notaccept more than five supervisory board mandates at non-group listed companies or comparable functions withan appointment as chair of the supervisory board being counted twice and recommendation G10 sentence 2for which a deviation will be declared as a matter of precaution and according to which the long-term variableremuneration components will be accessible to Management Board members only after a period of four years

259

23 UNDERWRITING

231 General

On March 8 2021 the Company the Existing Shareholder and the Underwriters entered into anunderwriting agreement relating to the offer and sale of the Offer Shares in connection with the OfferingUnder the terms of the Underwriting Agreement and subject to certain conditions contained therein includingthe execution of a pricing agreement each Underwriter is obligated to acquire such number of Offer Shares aswill be specified in the pricing agreement but in any event only up to the maximum number of Offer Sharesset forth below next to the relevant Underwriterrsquos name

Name Address

Maximumnumber of


Maximumnumber ofAdditional


Maximumnumber ofGreenshoe

Shares to bepurchased

Percentage ofpurchased

Base SharesAdditional

Base Sharesand

GreenshoeShares(1)

()

BofA Securities Europe SA 51 rue La Boeacutetie 75008 ParisFrance 18785186 4696295 2817779 2113

Morgan Stanley Europe SE Groszlige Gallusstraszlige 18 60312Frankfurt am Main Germany 18785186 4696295 2817778 2113

UBS AG London Branch 5 BroadgateLondon EC2M 2QSUnited Kingdom 18785185 4696296 2817778 2113

Barclays Bank Ireland Plc One Molesworth StreetDublin 2IrelandD02 RF29 5422222 1355556 813333 610

Joh Berenberg Gossler amp Co KG Neuer Jungfernstieg 20 20354Hamburg Germany 5422222 1355556 813333 610

BNP PARIBAS 16 boulevard des Italiens75009 Paris France 5422222 1355556 813333 610

Deutsche Bank AG Deutsche BankAktiengesellschaft MainzerLandstraszlige 11-17 60329Frankfurt am Main Germany 5422222 1355556 813333 610

Goldman Sachs Bank Europe SE Marienturm Taunusanlage 9-1060329 Frankfurt am MainGermany 5422222 1355556 813333 610

Jefferies GmbH Bockenheimer Landstraszlige 2460323 Frankfurt am MainGermany 5422222 1355556 813333 610

Note

(1) Assuming all Base Shares are placed all Additional Base Shares are placed and full exercise of the Upsize Option and all Over-Allotment Shares are placed and full exercise of the Greenshoe Option

In connection with the Offering each of the Underwriters and any of their respective affiliates may takeup a portion of the shares in the Offering as a principal position and in that capacity may retain purchase orsell for its own account such securities and any shares or related investments and may offer or sell such sharesor other investments otherwise than in connection with the Offering or otherwise Accordingly references inthis Prospectus to shares being offered or placed should be read as including any offering or placement ofshares to any of the Underwriters or any of their respective affiliates acting in such capacity In addition certainof the Underwriters or their affiliates may enter into financing arrangements (including swaps warrants orcontracts for differences) with investors in connection with which such Underwriters (or their affiliates) mayfrom time to time acquire hold or dispose of shares of the Company None of the Underwriters or any of theirrespective affiliates intends to disclose the extent of any such investments or transactions otherwise than inaccordance with any legal or regulatory obligation to do so

232 Underwriting Agreement

In the Underwriting Agreement the Underwriters agreed to underwrite and purchase the Offer Shares witha view to offering them to investors in the Offering

260

The Underwriters further agreed to acquire the Base Shares from the holdings of the Existing Shareholderand to sell such shares as part of the Offering The Underwriters agreed to remit the purchase price from thesale of the Base Shares (less agreed upon commissions and expenses) to the Existing Shareholder at the timethe shares are delivered

The obligations of the Underwriters under the Underwriting Agreement are subject to various conditionsincluding (i) the agreement of the Underwriters and the Existing Shareholder on the Offer Price and the finalvolume of Base Shares to be purchased by the Underwriters (ii) the absence of a material adverse event (eg amaterial adverse change in or affecting the condition business prospects management financial positionshareholdersrsquo equity or results of operations of the Group or a suspension or material limitation in trading insecurities in generally on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse) (iii) the receipt ofcustomary certificates legal opinions and auditor letters and (iv) the introduction of the Companyrsquos shares totrading on the Frankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)

The Underwriters have provided and may in the future provide services to the Group in the ordinarycourse of business and may extend credit to and have regular business dealings with the Group in theirrespective capacities as financial institutions For a more detailed description of the interests of theUnderwriters in the Offering see ldquo415 Interests of Parties Participating in the Offeringrdquo

233 Commission

The Underwriters will offer the Offer Shares at the Offer Price The Existing Shareholder has agreed topay the Underwriters a base fee of up to 0875 of the gross proceeds from the sale of the Offer Shares wherethe applicable percentage(s) are determined based on the amount of the gross proceeds (the ldquoBase Feerdquo) Inaddition the Existing Shareholder may in the sole discretion of the Existing Shareholder and the Companydecide to award the Underwriters a discretionary fee of up to 0875 of the gross proceeds from the sale of theOffer Shares where the applicable percentage(s) are determined based on the amount of the gross proceeds (theldquoDiscretionary Feerdquo) The maximum amounts of the Discretionary Fee (if any) to be awarded to eachindividual Underwriter will be determined by the Existing Shareholder and the Company in their solediscretion

The Underwriters may withhold only the Base Fee The Discretionary Fee if any will be determined andpaid within 30 calendar days after the closing date of the Offering The Existing Shareholder has also agreed toreimburse in certain scenarios the Underwriters for certain reasonable out-of-pocket expenses reasonably andproperly incurred and documented by the Underwriters in connection with the Offering

234 Securities Loan and Greenshoe Option

To cover potential Over-Allotments the Existing Shareholder has agreed to make available to theStabilization Manager acting for the account of the Underwriters up to 13333333 Over-Allotment Shares freeof charge in the form of a securities loan The total number of Over-Allotment Shares which may be allottedmust not exceed 15 of the Base Shares Moreover the Existing Shareholder granted the Underwriters anoption to acquire a number of the Companyrsquos shares equal to the number of allotted Over-Allotment Shares atthe Offer Price less agreed commissions (ie the Greenshoe Option) The Stabilization Manager acting for theaccount of the Underwriters is entitled to exercise the Greenshoe Option to the extent Over Allotment Shareswere allocated to investors in the Offering The number of shares of the Company that can be acquired underthe Greenshoe Option is reduced by the number of shares held by the Stabilization Manager on the date whenthe Greenshoe Option is exercised and that were acquired by the Stabilization Manager in the context ofstabilization measures if any The Greenshoe Option will terminate no later than 30 calendar days after thecommencement of trading of the Companyrsquos shares

235 Termination and Indemnification

The Joint Global Coordinators (acting on behalf of the Underwriters) may in certain circumstancesterminate the Underwriting Agreement including after the Offer Shares have been allotted and admitted totrading up to the closing of the Offering in particular if any of the following has occurred

bull a material adverse change in or affecting the condition business prospects managementconsolidated financial position shareholdersrsquo equity or results of operations of the Group or

bull a suspension or material limitation in trading in securities in general on the Frankfurt Stock Exchange(Frankfurter Wertpapierboumlrse) the London Stock Exchange or the New York Stock Exchange

261

If the Underwriting Agreement is terminated the Offering will not take place in which case anyallotments already made to investors will be invalidated and investors will have no claim for delivery of OfferShares Claims with respect to subscription fees already paid and costs incurred by an investor in connectionwith the subscription will be governed solely by the legal relationship between the investor and the financialintermediary to which the investor submitted its purchase order Investors who engage in short-selling bear therisk of being unable to satisfy their delivery obligations

In the Underwriting Agreement the Existing Shareholder and the Company have agreed to indemnify theUnderwriters against certain liabilities that may arise in connection with the Offering including liabilities underapplicable securities laws

236 Selling Restrictions

The distribution of the Prospectus and the sale of the Offer Shares may be restricted by law in certainjurisdictions No action has been or will be taken by the Company the Existing Shareholder or theUnderwriters to permit a public offering of the Offer Shares anywhere other than in Germany or thetransmission or distribution of the Prospectus into any other jurisdiction where action for that purpose may berequired This Prospectus has been approved by the German Federal Financial Supervisory Authority (see ldquo21Responsibility for the Contents of this Prospectusrdquo)

Accordingly neither the Prospectus nor any advertisement or any other offering material may bedistributed or published in any jurisdiction other than in Germany except under circumstances that will resultin compliance with applicable laws and regulations Persons taking possession of the Prospectus are required toinform themselves about and observe any such restrictions including those set out in the followingparagraphs Any failure to comply with these restrictions may constitute a violation of the securities laws ofany such jurisdiction

The Company does not intend to register either the Offering or any portion of the Offering in the UnitedStates or to conduct a public offering of shares in the United States The Offer Shares are not and will not beregistered pursuant to the provisions of the Securities Act or with the securities regulators of individual statesof the United States The Offer Shares may not be offered sold or delivered directly or indirectly in or intothe United States except pursuant to an exemption from the registration and reporting requirements of theUnited States securities laws and in compliance with all other applicable United States legal requirements TheOffer Shares may only be sold in or into the United States to persons who are QIBs within the meaning ofRule 144A in transactions exempt from the registration requirements of the Securities Act and outside theUnited States in accordance with Rule 903 of Regulation S and in compliance with other United States legalrequirements Any offer or sale of Offer Shares in reliance on Rule 144A will be made by broker dealers whoare registered as such under the US Securities Exchange Act of 1934 Terms used above shall have themeanings ascribed to them by Regulation S and Rule 144A under the Securities Act

In addition until 40 days after the commencement of the Offering an offer or sale of Offer Shares withinthe United States by any dealer (whether or not participating in the Offering) may violate the registrationrequirements of the Securities Act if such offer or sale does not comply with Rule 144A or another exemptionfrom registration under the Securities Act

In relation to each member state of the European Economic Area and the United Kingdom (each aldquoRelevant Staterdquo) no Offer Shares have been offered or will be offered to the public in that Relevant Stateprior to the publication of this document in relation to the shares which has been approved by the competentauthority in that Relevant State or where appropriate approved in another Relevant State and notified to thecompetent authority in that Relevant State all in accordance with the Prospectus Regulation (as supplementedby Commission delegated Regulation (EU) 2019980 and Commission delegated Regulation (EU) 2019979)other than the offers contemplated in this document in a Relevant State after the date of such publication ornotification and except that it may make an offer to the public in that Relevant State of any shares at any timeunder the following exemptions

bull to any legal entity which is a qualified investor as defined in Article 2 of the Prospectus Regulationand Article 2 of the Prospectus Regulation as it forms part of the domestic law in the UnitedKingdom by virtue of the European Union (Withdrawal) Act 2018 (the ldquoUK ProspectusRegulationrdquo) respectively

bull to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of theProspectus Regulation and Article 2 of the UK Prospectus Regulation respectively) subject toobtaining the prior consent of the Joint Global Coordinators for any such offer or

262

bull in any other circumstances falling within article 1 para 4 of the Prospectus Regulation and withinSection 86 of the Financial Services and Markets Act 2000 including any supplements andamendments thereto (the ldquoFSMArdquo) respectively

provided that no such offer to the public of any Offer Shares shall require the Company to publish aprospectus pursuant to article 3 of the Prospectus Regulation and Section 85 of the FSMA respectively or asupplement to a prospectus to article 23 of the Prospectus Regulation and Article 23 of the UK ProspectusRegulation respectively and each person who initially acquires any Offer Shares or to whom any offer is madewill be deemed to have represented acknowledged and agreed that it is a qualified investor within the meaningof article 2 lit e) of the Prospectus Regulation and to the extent applicable any funds on behalf of which it issubscribing for and acquiring the Offer Shares and that are located in a Relevant State are each themselves sucha qualified investor The Company the Underwriters and their respective affiliates will rely upon the truth andaccuracy of the foregoing representation acknowledgment and agreement

For the purposes of this Prospectus the expression ldquooffer to the publicrdquo in relation to any Offer Shares inany Relevant State means a communication to persons in any form and by any means presenting sufficientinformation on the terms of the Offering and the Offer Shares so as to enable an investor to decide to purchaseor subscribe to Offer Shares including any placing of Offer Shares through financial intermediaries

In the United Kingdom this Prospectus is only addressed to and directed to qualified investors within themeaning of article 2 lit e) of the Prospectus Regulation (i) who have professional experience in matters relatingto investments falling within article 19 para 5 of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 as amended or (ii) who are high net worth entities falling within article 49 para2(a) through (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or(iii) other persons to whom it may otherwise lawfully be communicated (all such persons together beingreferred to as ldquoRelevant Personsrdquo) The securities described herein are only available in the United Kingdomto and any invitation offer or agreement to subscribe purchase or otherwise acquire such securities in theUnited Kingdom will be engaged in only with Relevant Persons Any person in the United Kingdom who isnot a Relevant Person should not act or rely on this Prospectus or any of its contents

263

24 TAXATION IN THE FEDERAL REPUBLIC OF GERMANY

Income received from the shares of the Company is subject to taxation In particular the tax laws of anyjurisdiction with authority to impose taxes on the investor and the tax laws of the Companyrsquos state ofincorporation statutory seat and place of effective management ie Germany might have an impact on theincome received from the shares of the Company

The following section presents a number of key German taxation principles which generally are or can berelevant to the acquisition holding or transfer of shares by a shareholder (an individual a partnership orcorporation) that has a tax domicile in Germany (that is whose place of residence habitual abode registeredoffice or place of management is in Germany) The information is not exhaustive and does not constitute adefinitive explanation of all possible aspects of taxation that could be relevant for investors In particular thissummary does not provide a comprehensive overview on tax considerations that may be relevant to ashareholder that is a tax resident of a jurisdiction other than Germany The information is based on the taxlaws in force in Germany as of the date of this Prospectus (and their interpretation by administrative directivesand courts) as well as typical provisions of double taxation treaties that Germany has concluded with othercountries Tax law can change sometimes retrospectively Moreover it cannot be ruled out that the German taxauthorities or courts may consider an alternative interpretation or application to be correct that differs fromthe one described in this section

This section cannot serve as a substitute for tailored tax advice to individual potential investors Potentialinvestors are therefore advised to consult their tax advisers regarding the individual tax implications of theacquisition holding or transfer of shares and regarding the procedures to be followed to achieve a possiblereimbursement of German withholding tax (Kapitalertragsteuer) Only such advisors are in a position to takethe specific tax-relevant circumstances of individual investors into due account

241 Taxation of the Company

As a rule the taxable profits generated by corporations with their seat or place of management inGermany are subject to corporate income tax (Koumlrperschaftsteuer) The rate of the corporate income tax is astandard 15 for both distributed and retained earnings plus a solidarity surcharge (Solidaritaumltszuschlag)amounting to 55 on the corporate income tax liability (ie 15825 in total)

In general dividends (Dividenden) or other profit shares that the Company derives from domestic orforeign corporations are 100 exempt from corporate income tax (including solidarity surcharge(Solidaritaumltszuschlag)) but 5 of such receipts are treated as nondeductible business expenses and aretherefore subject to corporate income tax (and solidarity surcharge (Solidaritaumltszuschlag) thereon) having theeffect that dividends and other profit shares are effectively 95 exempt from corporate income tax (andsolidarity surcharge (Solidaritaumltszuschlag) thereon) However as an exception to the above dividends that theCompany receives from domestic or foreign corporations are subject to corporate income tax (includingsolidarity surcharge (Solidaritaumltszuschlag) thereon) if the Company holds a direct participation of less than10 in the share capital of such corporation at the beginning of the calendar year (hereinafter in all cases aldquoPortfolio ParticipationrdquomdashStreubesitzbeteiligung) Participations of at least 10 acquired during a calendaryear are deemed to have been acquired at the beginning of the calendar year Participations in the share capitalof other corporations which the Company holds through a partnership (including those that are co-entrepreneurships (Mitunternehmerschaften)) are attributable to the Company only on a pro rata basis at theratio of the interest share of the Company in the equity of the relevant partnership

The Companyrsquos gains from the disposal of shares in a domestic or foreign corporation are in general 100exempt from corporate income tax (including the solidarity surcharge (Solidaritaumltszuschlag) thereon) regardlessof the size of the participation and the holding period However 5 of the gains are treated as nondeductiblebusiness expenses and are therefore subject to corporate income tax (plus the solidarity surcharge(Solidaritaumltszuschlag) thereon) at a combined rate of 15825 having the effect that gains from disposal ofshares are effectively 95 exempt from corporate income tax (and solidarity surcharge (Solidaritaumltszuschlag)thereon) irrespective of whether or not the Company holds a Portfolio Participation or not Conversely lossesincurred from the disposal of such shares are generally not deductible for corporate income tax purposes

Additionally the Company is subject to trade tax (Gewerbesteuer) with respect to its taxable trade profit(Gewerbeertrag) generated at its permanent establishments maintained in Germany (inlaumlndische Betriebsstaumltte)The average trade tax rate in Germany amounts to approximately 15 (with a statutory minimum rate of 7)of the taxable trade profit When determining the income of the Company trade tax may not be deducted as abusiness expense

264

In principle profits or losses derived from the sale of shares in another domestic and foreign corporationare treated in the same way for trade tax purposes as for corporate income tax purposes (as described above)Contrary to this profit shares derived from domestic or foreign corporations are only effectively 95 exemptfrom trade tax if at the beginning of the relevant assessment period for German trade tax purposes theCompany held an interest of at least 15 in the share capital of the company making the distribution In orderto implement a recent decision by the European Court of Justice (ECJ) dated September 20 2018 (C-68516)as of the financial year 2020 (ie for profits distributed as from January 1 2020) German law in that respectno longer distinguishes between shares held in German or non-German corporations (including non-EUcorporations) If and to the extent the Company and its German subsidiaries form a tax group for corporateincome and trade tax purposes (ertragsteuerliche Organschaft) the profits and losses are generally effectivelyconsolidated and subject to German corporate income and trade tax at the level of the Company

The provisions of the so-called interest barrier (Zinsschranke) limit the degree to which expenses for debtfinancing are deductible from the tax base Accordingly as a general rule interest (and other debt financing)expenses exceeding interest income are not deductible to the extent such net expenses exceed 30 of theEBITDA as determined for tax purposes in a given financial year if the Companyrsquos net interest expense is orexceeds EUR 3 million (Freigrenze) and no other exceptions apply Nondeductible interest expenses must becarried forward to subsequent financial years EBITDA that has not been fully utilized can under certaincircumstances be carried forward to subsequent years (for up to five years) and may be deducted subject to thelimitations set out above If such EBITDA carry forward is not used within the five subsequent financial yearsit will be forfeited For trade tax purposes 25 of the interest expenses deductible after applying the interestbarrier are generally added when calculating the taxable trade profit Therefore for trade tax purposes theamount of deductible interest expenses is generally only 75 of the interest expenses deductible for purposesof corporate income tax The constitutionality of the interest barrier is currently under review by the FederalConstitutional Court (Bundesverfassungsgericht)

Under certain conditions negative income of the Company that has not been offset by current yearpositive income can be carried forward or back into other assessment periods Loss carry backs to theimmediately preceding assessment period are only permissible up to EUR 1 million for corporate income taxbut not at all for trade tax purposes Negative income that has not been offset against current income and notcarried back can be used to fully offset taxable income for corporate income tax and trade tax purposes of up toan amount of EUR 1 million If the taxable income or the taxable trade profit exceeds this amount only up to60 of the excess amount may be offset against tax loss carry forwards The remaining 40 of the taxableincome is subject to tax in any case (minimum taxationmdashMindestbesteuerung) Unused tax loss carry forwardscan as a general rule be carried forward indefinitely and deducted from future taxable income in accordancewith this rule However if more than 50 of the Companyrsquos share capital or voting rights respectively isaretransferred to a purchaser or group of purchasers within five years directly or indirectly or if a similar situationarises (harmful share acquisitionmdashschaumldlicher Beteiligungserwerb) the Companyrsquos unutilized losses andinterest carry forwards (possibly also EBITDA carry forwards) will generally be forfeited in full and subject tocertain exceptions may not be offset against future profits The Companyrsquos unutilized losses and interest carryforwards are not forfeited if and to the extent the Companyrsquos unutilized losses and interest carry forwards arecovered by certain built-in gains (stille Reserven) that are subject to domestic taxation In addition theCompanyrsquos unutilized losses may upon application and under certain conditions not be forfeited based on thecontinuity of business exemption (fortfuumlhrungsgebundener Verlustvortrag) This exemption generally applies toharmful share acquisitions (schaumldlicher Beteiligungserwerb) conducted after December 31 2015 Theconstitutionality of the change of ownership rule stipulating a full forfeiture of unused losses loss carryforwards and interest carry forwards is currently pending with the Federal Constitutional Court(Bundesverfassungsgericht)

242 Taxation of Shareholders

2421 Income Tax Implications of the Holding Sale and Transfer of Shares

In terms of the taxation of shareholders of the Company a distinction must be made between taxation inconnection with the holding of shares (see ldquo2422 Taxation of Dividendsrdquo) taxation in connection with the saleof shares (see ldquo2423 Taxation of Capital Gainsrdquo) and taxation in connection with the gratuitous transfer ofshares (see ldquo2425 Inheritance and Gift Taxrdquo)

265

2422 Taxation of Dividends

24221 Withholding Tax

As a general rule the dividends distributed to the shareholder are subject to a withholding tax(Kapitalertragsteuer) of 25 plus a solidarity surcharge (Solidaritaumltszuschlagmdashregarding any amendments tothe levy of solidarity surcharge as of 2021 see ldquo2428 Partial Abolition of the Solidarity Surcharge(Solidaritaumltszuschlag) as of 2021rdquo) of 55 thereon (ie 26375 in total plus church tax (Kirchensteuer) ifapplicable) This however will not apply if and to the extent that dividend payments are funded from theCompanyrsquos contribution account for tax purposes (steuerliches Einlagekonto section 27 of the GermanCorporate Income Tax Act (Koumlrperschaftsteuergesetz ldquoKStGrdquo)) in this case no withholding tax would bewithheld However these payments would reduce the acquisition costs of the shares and may consequentlyincrease a taxable gain upon the disposal of the shares The assessment basis for the withholding tax is thedividend approved by the general meeting

As the shares of the Company are admitted for collective custody by a securities custodian bank(Wertpapiersammelbank) pursuant to section 5 of the German Act on Securities Accounts (Depotgesetz) and areentrusted to such bank for collective custody (Sammelverwahrung) in Germany the withholding tax is leviedfor the account of the shareholders (i) by the domestic credit or financial services institution (inlaumlndischesKredit oder Finanzdienstleistungsinstitut) (including domestic branches of such foreign enterprises) by thedomestic securities trading company (inlaumlndisches Wertpapierhandelsunternehmen) or the domestic securitiestrading bank (inlaumlndische Wertpapierhandelsbank) which keeps or administers the shares and disburses orcredits the dividends or disburses the dividends to a foreign agent (ii) by the central securities depository(Wertpapiersammelbank) to which the shares were entrusted for collective custody if the dividends aredisbursed to a foreign agent by such central securities depository (Wertpapiersammelbank) or (iii) by theCompany itself if and to the extent shares held in collective custody (girosammelverwahrt) by the centralsecurities depository (Wertpapiersammelbank) are however treated as so-called ldquoabgesetzte Bestaumlnderdquo (stockbeing held separately) (hereinafter in all cases the ldquoDividend Paying Agentrdquo)

The Company does not assume any responsibility for the withholding of taxes on distributions at sourcein accordance with the statutory provisions This means that the Company is released from liability for theviolation of its legal obligation to withhold and transfer the taxes at source if it provides evidence that it hasnot breached its duties intentionally or gross negligently

In general the withholding tax must be withheld without regard to whether and to which extent thedividend is exempt from tax at the level of the shareholder and whether the shareholder is domiciled inGermany or abroad

However withholding tax on dividends distributed to a parent company domiciled in another EU memberstate within the meaning of Article 2 of the Council Directive 201196EU of November 30 2011 as amended(the ldquoParent Subsidiary Directiverdquo) may be refunded upon application and subject to further conditions Thisalso applies to dividends distributed to a permanent establishment of such a parent company in another EUmember state or to a permanent establishment in another EU member state of a parent company that is subjectto unlimited tax liability in Germany provided that the participation in the Company is actually part of suchpermanent establishmentrsquos business assets The refund of withholding tax under the Parent Subsidiary Directivefurther requires that the shareholder has directly held at least 10 of the companyrsquos registered share capital fortwelve months and that a respective application is filed with the German Federal Central Tax Office(Bundeszentralamt fuumlr Steuern Hauptdienstsitz Bonn-Beuel An der Kuumlppe 1 53225 Bonn Germany)

If in the case of a holding of at least 10 of the Companyrsquos registered share capital shares held incollective custody (girosammelverwahrt) by the central securities depository (Wertpapiersammelbank) aretreated as so-called ldquoabgesetzte Bestaumlnderdquo (stock being held separately) the main paying agent(Hauptzahlstelle) of the Companymdashupon presentation of an exemption certificate(Freistellungsbescheinigung) and of a proof that this stock has been held separatelymdashmay be entitled inaccordance with the view of the German tax authorities to disburse the dividend without deducting withholdingtax An exemption certificate may be granted upon application (using official application forms) with theGerman Federal Central Tax Office (Bundeszentralamt fuumlr Steuern) at the address specified above subject tothe German anti-treaty shopping rules

With respect to distributions made to other shareholders without a tax domicile in Germany thewithholding tax rate can be reduced in accordance with the double taxation treaty if Germany has entered into adouble taxation treaty with the respective shareholderrsquos country of residence and if the shares neither form partof the assets of a permanent establishment or a fixed place of business in Germany nor form part of business

266

assets for which a permanent representative in Germany has been appointed The withholding tax reduction isgenerally granted by the German Federal Central Tax Office (Bundeszentralamt fuumlr Steuern (at the addressspecified above)) upon application in such a manner that the difference between the total amount withheldincluding the solidarity surcharge (Solidaumlritaumltszuschlag) and the reduced withholding tax actually owed underthe relevant double taxation treaty (generally 15) is refunded by the German Federal Central Tax Officesubject to the German anti-treaty shopping rules

Forms for the reimbursement and exemption from the withholding at source procedure are available at theGerman Federal Central Tax Office (Bundeszentralamt fuumlr Steuern) at the address specified above or online athttpwwwbzstde

If dividends are distributed to corporations subject to non-resident taxation in Germany ie corporationswith no registered office (Sitz) or place of management in Germany and if the shares neither belong to theassets of a permanent establishment or fixed place of business in Germany nor are part of business assets forwhich a permanent representative in Germany has been appointed two-fifths of the tax withheld at the sourcecan generally be refunded even if not all of the prerequisites for a refund under the Parent Subsidiary Directiveor the relevant double taxation treaty are fulfilled subject to the German anti-treaty shopping rules Therelevant application forms are available at the German Federal Central Tax Office (Bundeszentralamt fuumlrSteuern at the address specified above)

The aforementioned possibilities for an exemption from or a refund of withholding tax depend on certainother conditions being met (particularly the fulfillment of so-called substancerequirementsmdashSubstanzerfordernisse) In addition with respect to shares held as private or as businessassets by shareholders that are subject to income taxation the aforementioned relief in accordance with anapplicable double taxation treaty may further depend on whether the prerequisites of the special rules on therestriction of withholding tax credit are fulfilled

The aforementioned credit of withholding tax described for shares held as private and as business assets(see ldquo24222 Taxation of Dividends of Shareholders with a Tax Domicile in Germanyrdquo and ldquo24223 Taxationof Dividends of Shareholders without a Tax Domicile in Germanyrdquo) is subject to the following three cumulativeprerequisites (i) the shareholder has been the beneficial owner of the shares for a continuous period of at least45 days during the period starting 45 days prior to the date when the dividend becomes due and ending 45 daysafter such date (the ldquoMinimum Holding PeriodrdquomdashMindesthaltedauer) (ii) the shareholder has been exposed (iftaking into account counterclaims and claims against related parties) to at least 70 of the risk resulting from adecrease in value of the shares during the Minimum Holding Period (the minimum change in value riskMindestwertaumlnderungsrisiko) and (iii) the shareholder is not obligated to forward (verguumlten) these dividendsdirectly or indirectly in total or predominant to another person (the tests under (i) to (iii) above are togetherdescribed as the ldquoMinimum Risk Testrdquo) In case the shareholder does not meet the Minimum Risk Test three-fifths of the withholding tax levied on the dividends is not creditable but may upon application be deductedwhen determining the shareholderrsquos taxable income Shareholders who do not meet the Minimum Risk Test butwho have nevertheless not suffered a withholding tax deduction on the dividends (eg due to the presentationof a non-assessment certificate) or have already obtained a refund of the taxes withheld are obligated to notifytheir competent tax office thereof declare withholding tax in the amount of 15 of the relevant dividends inaccordance with the statutory formal requirements and to make the payment of an amount corresponding to theamount which would otherwise be withheld As an exception to this rule the Minimum Risk Test (and ifapplicable a corresponding notification and (re)payment obligation) does not apply to an investor if either(i) his or her amount of dividend income on shares (including shares from the Company) and certain profitparticipation rights (Genussrechte) does not exceed an amount of EUR 20000 in a given tax assessment periodor if (ii) he or she has been upon actual receipt of the dividend the economic owner of the shares for acontinuous period of at least one year Further to the statutory amendments the German Federal Ministry ofFinance published a decree dated July 17 2017 (BMF Schreiben vom 1772017mdashIVC 1mdashS 2252151003005 DOK 20170616356) outlining the treatment of transactions where the statutoryMinimum Risk Test might not be applicable but in which a credit of withholding tax will nevertheless bedenied as an anti-abuse measure

In the event that a shareholder not tax resident in Germany does not meet the requirements of theMinimum Risk Test a refund of the withholding tax pursuant to a double taxation treaty is not available Thisrestriction only applies if (i) the applicable double taxation treaty provides for a tax reduction leading to anapplicable tax rate of less than 15 (ii) the shareholder is not a corporation that directly holds at least aparticipation of 10 of the equity capital of the Company and is subject to tax on its income and profits in itsstate of residence without being exempt and (iii) the shareholder has not been upon actual receipt of thedividend the beneficial owner of the shares for a continuous period of at least one year

267

Prospective holders of the shares are advised to seek their own professional advice in relation to thepossibility to obtain a tax credit or refund of withholding tax on dividends

The Dividend Paying Agent which keeps or administrates the shares and pays or credits the capital incomeis required to create so-called pots for the loss set-off (Verlustverrechnungstoumlpfe) to allow for setting off ofnegative capital income with current and future positive capital income A set-off of negative capital income ata Dividend Paying Agent with positive capital income at a different Dividend Paying Agent is not possible andcan only be achieved in the course of the income tax assessment at the level of the respective investor In thiscase the taxpayer has to apply for a certificate confirming the amount of losses not offset with the DividendPaying Agent where the pots for the loss set-off exists The application is irrevocable and has to reach theDividend Paying Agent by December 15 of the respective year Otherwise the losses will be carried forward tothe following year by the Dividend Paying Agent

Withholding tax will not be withheld by a Dividend Paying Agent if the taxpayer provides the DividendPaying Agent with an application for exemption (Freistellungsauftrag) to the extent the capital income does notexceed the annual lump sum allowance (Sparer-Pauschbetrag) of EUR 801 (EUR 1602 for married couples orregistered civil unions (eingetragene Lebenspartnerschaften) filing jointly) as outlined on the application forexemption Furthermore no withholding tax will be levied if the taxpayer provides the Dividend Paying Agentwith a non-assessment certificate (Nichtveranlagungsbescheinigung) to be applied for with the competent taxoffice of the investor

24222 Taxation of Dividends of Shareholders with a Tax Domicile in Germany


Dividends distributed to shareholders with a tax domicile in Germany whose shares are held as non-business assets form part of their taxable capital investment income which is subject to a special uniformincome tax rate of 25 plus solidarity surcharge (Solidaritaumltszuschlag) of 55 thereon (ie 26375 in totalplus church tax (Kirchensteuer) if applicable) The income tax owed for this dividend income is in generalsatisfied by the withholding tax withheld by the Dividend Paying Agent (flat rate withholdingtaxmdashAbgeltungsteuer see ldquo24221 Withholding Taxrdquo) Income-related expenses cannot be deducted fromthe shareholderrsquos capital investment income (including dividends) except for an annual lump sum deduction(Sparer Pauschbetrag) of EUR 801 (EUR 1602 for married couples assessed jointly) However theshareholder may request that his or her capital investment income (including dividends) along with his or herother taxable income be subject to the progressive income tax rate (instead of the uniform tax rate for capitalinvestment income) if this results in a lower tax burden (Guumlnstigerpruumlfung) This request may only be exercisedconsistently for all capital investment income and be exercised jointly in the case of married couples orregistered civil unions (eingetragene Lebenspartnerschaften) assessed jointly In this case the withholding taxwould be credited against the progressive income tax and any excess amount would be refunded in principlesuch withholding tax credit or refund might be limited under the rules in connection with the Minimum RiskTest) however the German Federal Ministry of Finance published a decree dated April 3 2017 (BMFSchreiben vom 342017mdashIV C 1mdashS 22991610002 DOK 20170298180) according to which this provisionshould only exceptionally apply to shares held as private assets Pursuant to the current view of the German taxauthorities (which has been confirmed by a decision of the German Federal Tax Court (Bundesfinanzhof))income-related expenses cannot be deducted from the capital investment income except for the aforementionedannual lump sum deduction

Exceptions from the special uniform income tax rate apply upon application for shareholders who have ashareholding of at least 25 in the Company and for shareholders who have a shareholding of at least 1 inthe Company and work for the Company in a professional capacity which enables them to exert significantentrepreneurial influence on the Companyrsquos business activities In this situation the tax treatment describedbelow under ldquo242222 Shares Held as Business Assetsrdquo applies

An automatic procedure for deducting church tax (Kirchensteuer) applies unless the shareholder has filed ablocking notice (Sperrvermerk) with the German Federal Central Tax Office (Bundeszentralamt fuumlr Steuern (atthe above address)) The church tax (Kirchensteuer) payable on the dividend is withheld and passed on by theDividend Paying Agent In this case the church tax (Kirchensteuer) for dividends is satisfied by the DividendPaying Agent withholding such tax Church tax (Kirchensteuer) withheld at source may not be deducted as aspecial expense (Sonderausgabe) in the course of the tax assessment but the Dividend Paying Agent mayreduce the withholding tax (including the solidarity surcharge (Solidaritaumltszuschlag)) by 26375 of the churchtax (Kirchensteuer) to be withheld on the dividends If the shareholder has filed a blocking notice and nochurch tax (Kirchensteuer) is withheld by a Dividend Paying Agent a shareholder subject to church tax

268

(Kirchensteuer) is obligated to declare the dividends in his or her income tax return The church tax(Kirchensteuer) on the dividends is then levied by way of a tax assessment

As an exemption dividend payments that are funded from the Companyrsquos contribution account for taxpurposes (steuerliches Einlagekonto) and are paid to shareholders with a tax domicile in Germany whose sharesare held as non-business assets domdashcontrary to the abovemdashnot form part of the shareholderrsquos taxable incomeDividend payments funded from the Companyrsquos contribution account for tax purposes (steuerlichesEinlagekonto section 27 of the KStG) would reduce the shareholderrsquos acquisition costs or if the dividendpayment funded from the Companyrsquos contribution account for tax purposes (steuerliches Einlagekonto) exceedsthe shareholderrsquos acquisition costs negative acquisition costs will arise Both can result in a higher capital gainin case of the sharesrsquo disposal (see ldquo2423 Taxation of Capital Gainsrdquo below) This would not apply if (i) theshareholder or in the event of a gratuitous transfer its legal predecessor or if the shares have been gratuitouslytransferred several times in succession one of his or her legal predecessors at any point during the five yearspreceding the (deemed as the case may be) disposal directly or indirectly held at least 1 of the share capitalof the Company (a ldquoQualified Holdingrdquo) and (ii) the dividend payment funded from the Companyrsquoscontribution account for tax purposes (steuerliches Einlagekonto section 27 of the KStG) exceeds theacquisition costs of the shares In such aforementioned case a dividend payment funded from the Companyrsquoscontribution account for tax purposes (steuerliches Einlagekonto section 27 of the KStG) is deemed a sale ofthe shares and is taxable as a capital gain In this case the taxation corresponds with the description in ldquo2423Taxation of Capital Gainsrdquo made with regard to shareholders maintaining a Qualified Holding


Dividends from shares held as business assets of a shareholder with a tax domicile in Germany are notsubject to the special uniform income tax rate The taxation depends on whether the shareholder is acorporation a sole proprietor or a partnership (co-entrepreneurship) The withholding tax (including thesolidarity surcharge (Solidaritaumltszuschlag) and church tax (Kirchensteuer) if applicable) withheld and paid bythe Dividend Paying Agent will generally be credited against the shareholderrsquos income or corporate income taxliability (including the solidarity surcharge (Solidaritaumltszuschlag) and church tax (Kirchensteuer) if applicable)or refunded in the amount of any excess However such withholding tax credit or refund might be limited ifand to the extent the prerequisites in connection with the Minimum Risk Test are not met (see ldquo24221Withholding Taxrdquo)

Dividend payments that are funded from the Companyrsquos contribution account for tax purposes(steuerliches Einlagekonto section 27 of the KStG) and are paid to shareholders with a tax domicile inGermany whose shares are held as business assets are generally fully tax exempt in the hands of suchshareholder To the extent the dividend payments funded from the Companyrsquos contribution account for taxpurposes (steuerliches Einlagekonto section 27 of the KStG) exceed the acquisition costs of the shares ataxable capital gain should occur The taxation of such gain corresponds with the description in ldquo2423Taxation of Capital Gainsrdquo made with regard to shareholders whose shares are held as business assets(however as regards the application of the 95 exemption in the case of a corporation this is not undisputed)

Corporations

If the shareholder is a corporation with a tax domicile in Germany the dividends are in general 100exempt from corporate income tax and the solidarity surcharge (Solidaritaumltszuschlag) However 5 of thedividends are treated as a nondeductible business expense and are therefore subject to corporate income tax(plus the solidarity surcharge (Solidaritaumltszuschlag)) at a total tax rate of 15825 having the effect thatdividends and other profit shares are effectively 95 exempt from corporate income tax (and solidaritysurcharge (Solidaritaumltszuschlag) thereon) In other respects business expenses actually incurred in directrelation to the dividends may be deducted However dividends that the shareholder receives are no longerexempt from corporate income tax (including solidarity surcharge (Solidaritaumltszuschlag) thereon) if theshareholder only held (or holds) a Portfolio Participation at the beginning of the calendar year Participations ofat least 10 acquired during a calendar year are deemed to have been acquired at the beginning of the calendaryear Participations which a shareholder holds through a partnership (including those that are co-entrepreneurships (Mitunternehmerschaften)) are attributable to the shareholder only on a pro rata basis atthe ratio of the interest share of the shareholder in the equity of the relevant partnership

Dividends (after deducting business expenses economically related to the dividends) are subject to tradetax in the full amount unless the shareholder held an interest of at least 15 in the share capital of theCompany at the beginning of the relevant assessment period In this latter case the dividends are not subject totrade tax however trade tax is levied on the amount considered to be nondeductible business expenses

269

(amounting to 5 of the dividend) The average trade tax rate in Germany amounts to approximately 15(with a statutory minimum rate of 7) of the taxable trade profit but the (blended) trade tax rate applying tothe respective shareholder might be lower or higher depending on the municipal trade tax multiplier applied bythe relevant municipal authority in which the shareholder maintains its operations or permanent establishments

Sole Proprietors

If the shares are held as business assets by a sole proprietor with a tax domicile in Germany only 60 ofthe dividends are subject to progressive income tax (plus the solidarity surcharge (Solidaumlritaumltszuschlag)) at atotal tax rate of up to approximately 475 (plus church tax (Kirchensteuer) if applicable) the so-called partialincome method (Teileinkuumlnfteverfahren) Correspondingly only 60 of the business expenses economicallyrelated to the dividends are tax deductible If the shares belong to a domestic permanent establishment inGermany of a business operation of the shareholder the dividend income (after deducting business expenseseconomically related thereto) is not only subject to income tax but is also fully subject to trade tax unless theprerequisites of the trade tax participation exemption privilege are fulfilled In this latter case the net amount ofdividends ie after deducting directly related expenses is exempt from trade tax As a general rule trade taxcan be credited against the shareholderrsquos personal income tax either in full or in part by means of a lump sumtax credit method depending on the level of the municipal trade tax multiplier and certain individual tax-relevant circumstances of the taxpayer

Partnerships

If the shareholder is a partnership the income or corporate income tax is not levied at the level of thepartnership but at the level of the respective partner The taxation for every partner depends on whether thepartner is a corporation or an individual If the partner is a corporation the dividends contained in the profitshare of the shareholder will be taxed in accordance with the principles applicable for corporations (seeldquoCorporationsrdquo above) If the partner is an individual the taxation of the partner is generally in line with theprinciples described for sole proprietors (see ldquoSole Proprietorsrdquo above) Upon application and subject to furtherconditions an individual as a partner can have his or her personal income tax rate lowered for earnings notwithdrawn from the partnership

In addition if the partnership is a commercially active or commercially tainted partnership (co-entrepreneurship) with a tax domicile in Germany the dividends are generally subject to trade tax in the fullamount at the partnership level if the shares are attributed to a German permanent establishment of thepartnership If a partner of the partnership is an individual the portion of the trade tax paid by the partnershippertaining to his or her profit share will generally be credited either in full or in part against his or herpersonal income tax by means of a lump sum methodmdashdepending on the level of the municipal trade taxmultiplier and certain individual tax relevant circumstances of the taxpayer If the partnership fulfills theprerequisites for the trade tax exemption privilege at the beginning of the relevant assessment period thedividends (after the deduction of business expenses economically related thereto) should generally not besubject to trade tax However in this case trade tax should be levied on 5 of the dividends to the extent theyare attributable to the profit share of a corporation which is a partner of such partnership and to whom at least10 of the shares in the Company are attributable on a look-through basis since such portion of the dividendsshould be deemed to be nondeductible business expenses The remaining portion of the dividend incomeattributable to other than such specific corporation as partner of such partnership (which includes individualpartners and should under a literal reading of the law also include any corporation as partner of suchpartnership to whom on a look-through basis only Portfolio Participations are attributable) should not besubject to trade tax


24223 Taxation of Dividends of Shareholders without a Tax Domicile in Germany

Shareholders without a tax domicile in Germany whose shares are attributable to a German permanentestablishment or fixed place of business or are part of business assets for which a permanent representative inGermany has been appointed are liable for tax in Germany on their dividend income In this respect theprovisions outlined above for shareholders with a tax domicile in Germany whose shares are held as businessassets apply accordingly (see ldquo242222 Shares Held as Business Assetsrdquo in ldquo24222 Taxation of Dividends ofShareholders with a Tax Domicile in Germanyrdquo) The withholding tax (including the solidarity surcharge

270

(Solidaritaumltszuschlag)) withheld and passed on will generally be credited against the income or corporateincome tax liability or refunded in the amount of any excess

In all other cases any German tax liability for dividends is satisfied by the withholding of the withholdingtax by the Dividend Paying Agent Withholding tax is only reimbursed in the cases and to the extent describedabove under ldquo24221 Withholding Taxrdquo

Dividend payments that are funded from the Companyrsquos contribution account for tax purposes(steuerliches Einlagekonto section 27 of the KStG) are generally not taxable in Germany

2423 Taxation of Capital Gains

24231 Taxation of Capital Gains of Shareholders with a Tax Domicile in Germany


Gains on the disposal of shares acquired after December 31 2008 by a shareholder with a tax domicile inGermany and held as non-business assets are generallymdashregardless of the holding periodmdashsubject to a uniformtax rate on capital investment income in Germany (25 plus the solidarity surcharge (Solidaritaumltszuschlag) of55 thereon ie 26375 in total plus any church tax (Kirchensteuer) if applicable) If the entitlement todividend payments is disposed of without the shares the income from the sale of the entitlement to dividendpayments is taxable The same applies if shares are sold without the entitlement to dividend payments

The taxable capital gain is computed from the difference between (i) the proceeds of the disposal and(ii) the acquisition costs of the shares and the expenses related directly and materially to the disposal Dividendpayments that are funded from the Companyrsquos contribution account for tax purposes (steuerlichesEinlagekonto section 27 of the KStG) reduce the original acquisition costs if dividend payments that arefunded from the Companyrsquos contribution account for tax purposes (steuerliches Einlagekonto section 27 of theKStG) exceed the acquisition costs negative acquisition costsmdashwhich can increase a capital gainmdashcan arise inthe case of shareholders whose shares are held as non-business assets and do not qualify as Qualified Holding

Only an annual lump sum deduction of EUR 801 (EUR 1602 for married couples or registered civilunions (eingetragene Lebenspartnerschaften) assessed jointly) may be deducted from the entire capitalinvestments income It is generally not possible to deduct income-related expenses in connection with capitalgains except for the expenses directly related in substance to the disposal which can be deducted whencalculating the capital gains Losses on disposals of shares may only be offset against gains on the disposal ofshares

If the shares are held in custody or administered by a domestic credit institution domestic financialservices institution domestic securities trading company or domestic securities trading bank includingdomestic branches of foreign credit institutions or financial service institutions or if such an office executes thedisposal of the shares and pays out or credits the capital gains (a ldquoDomestic Paying Agentrdquo) the tax on thecapital gains will in general be satisfied by the Domestic Paying Agent withholding the withholding tax oninvestment income at an aggregate withholding tax rate of 26375 (including solidarity surcharge(Solidaritaumltszuschlag)) plus church tax if any on the capital gain and transferring it to the tax authority forthe account of the seller If the shares were held in custody or administered by the same Domestic PayingAgent after the acquisition of the relevant shares the amount of tax withheld is generally based on thedifference between the proceeds from the sale after deducting expenses directly relating to the sale and theacquisition costs If the shares are sold after being transferred to a Domestic Paying Agent the aggregatewithholding tax rate of 26375 (including solidarity surcharge (Solidaritaumltszuschlag) thereon) plus church tax(Kirchensteuer) if any will be applied to 30 of the gross sales proceeds unless the previous account bank isentitled and able to verify the actual acquisition cost In any case the shareholder is entitled to demonstrate theactual acquisition costs of the shares in the annual tax return

The shareholder can apply for his or her total capital investment income together with his or her othertaxable income to be subject to the progressive income tax rate as opposed to the uniform tax rate oninvestment income if this results in a lower tax liability (Guumlnstigerpruumlfung) This request may only beexercised consistently for all capital investment income and be exercised jointly in the case of married couplesor registered civil unions (eingetragene Lebenspartnerschaften) assessed jointly In this case the withholdingtax would be credited against the progressive income tax and any resulting excess amount would be refundedlimitations on offsetting losses are applicable Further pursuant to the current view of the German taxauthorities (which has been confirmed by a decision of the German Federal Tax Court (Bundesfinanzhof))income-related expenses are nondeductible except for the annual lump sum deduction

271

If the withholding tax or if applicable the church tax (Kirchensteuer) on capital gains is not withheld by aDomestic Paying Agent the shareholder is required to declare the capital gains in his or her income tax returnThe income tax and any applicable church tax (Kirchensteuer) on the capital gains will then be collected byway of assessment Generally however an automatic procedure for deducting church tax (Kirchensteuer)applies unless the shareholder has filed a blocking notice (Sperrvermerk) with the German Federal Central TaxOffice (Bundeszentralamt fuumlr Steuern (at the above address)) and church tax (Kirchensteuer) on capital gains iswithheld by the Domestic Paying Agent and is deemed to have been paid when the tax is deducted Adeduction of the withheld church tax (Kirchensteuer) as a special expense is not permissible but thewithholding tax to be withheld (including the solidarity surcharge (Solidaritaumltszuschlag)) is reduced by26375 of the church tax (Kirchensteuer) to be withheld on the capital gains

Regardless of the holding period and the time of acquisition gains from the disposal of shares are notsubject to a uniform withholding tax but to progressive income tax in the case of a Qualified Holding In thiscase the partial income method applies to gains on the disposal of shares which means that only 60 of thecapital gains are subject to German income tax and only 60 of the losses on the disposal and expenseseconomically related thereto are tax deductible Even in case withholding tax is actually withheld by aDomestic Paying Agent in the case of a Qualified Holding this does not satisfy the tax liability of theshareholder Consequently a shareholder must declare his or her capital gains in his or her income tax returnsThe withholding tax (including the solidarity surcharge (Solidaritaumltszuschlag) and church tax (Kirchensteuer) ifapplicable) withheld and paid will be credited against the shareholderrsquos income tax on his or her tax assessment(including the solidarity surcharge (Solidaritaumltszuschlag) and any church tax (Kirchensteuer) if applicable) orrefunded in the amount of any excess


Gains on the sale of shares held as business assets of a shareholder with a tax domicile in Germany are notsubject to uniform withholding tax The taxation of the capital gains depends on whether the shareholder is acorporation a sole proprietor or a partnership (co-entrepreneurship) Dividend payments that are funded fromthe Companyrsquos contribution account for tax purposes (steuerliches Einlagekonto section 27 of the KStG)reduce the original acquisition costs In case of disposal a higher taxable capital gain can arise therefrom If thedividend payments exceed the sharesrsquo book value for tax purposes a taxable capital gain can arise

(i) Corporations If the shareholder is a corporation with a tax domicile in Germany the gains onthe disposal of shares are in general 100 exempt from corporate income tax (including thesolidarity surcharge (Solidaumlritaumltszuschlag)) and trade tax currently regardless of the size of theparticipation and the holding period However 5 of the gains are treated as nondeductiblebusiness expenses and are therefore subject to corporate income tax (plus the solidarity surcharge(Solidaritaumltszuschlag)) at an aggregate tax rate amounting to 15825 and trade tax at the averagetrade tax rate in Germany of approximately 15 (depending on the municipal trade tax multiplierapplied by the municipal authority in which the shareholder maintains its operations or permanentestablishments with a statutory minimum trade tax rate of 7) having the effect that dividendsand other profit shares are effectively 95 exempt from corporate income tax (and solidaritysurcharge (Solidaritaumltszuschlag) thereon) and trade tax As a rule losses on disposals and otherprofit reductions in connection with shares (eg from a write-down) cannot be deducted asbusiness expenses

(ii) Sole Proprietors If the shares are held as business assets by a sole proprietor with a taxdomicile in Germany only 60 of the gains on the disposal of the shares are subject to progressiveincome tax (plus the solidarity surcharge (Solidaritaumltszuschlag)) at a total tax rate of up toapproximately 475 and if applicable church tax (Kirchensteuer) (partial income method)Correspondingly only 60 of the losses on the disposal and expenses economically related theretoare tax deductible If the shares belong to a German permanent establishment of a businessoperation of the sole proprietor 60 of the gains of the disposal of the shares are in additionsubject to trade tax

As a general rule trade tax can be credited towards the shareholderrsquos personal income tax either infull or in part by means of a lump sum tax credit methodmdashdepending on the level of themunicipal trade tax multiplier and certain individual tax relevant circumstances of the taxpayer

(iii) Partnerships If the shareholder is a partnership the income or corporate income tax is notlevied at the level of the partnership but at the level of the respective partner The taxation dependson whether the partner is a corporation or an individual If the partner is a corporation the gains on

272

the disposal of the shares as contained in the profit share of the partner will be taxed in accordancewith the principles applicable for corporations (see ldquo(i) Corporationsrdquo above) For capital gains inthe profit share of a partner that is an individual the principles outlined above for sole proprietorsapply to the relevant partners accordingly (partial income method see above under ldquo(ii) SoleProprietorsrdquo) Upon application and subject to further conditions an individual as a partner canobtain a reduction of his or her personal income tax rate for earnings not withdrawn from thepartnership

In addition if the partnership is a commercially active or commercially tainted partnership (co-entrepreneurship) with a tax domicile in Germany gains on the disposal of shares are subject to trade tax at thelevel of the partnership if the shares are attributed to a domestic permanent establishment of a businessoperation of the partnership generally at 60 as far as they are attributable to the profit share of an individualas the partner of the partnership and currently at 5 as far as they are attributable to the profit share of acorporation as the partner of the partnership Losses on disposals and other profit reductions in connection withthe shares are currently not recognized for the purposes of trade tax if they are (i) attributable to the profit shareof a corporation or (ii) taken into account at a ratio of 60 already in the context of the income determinationof an individual If the partner of the partnership is an individual the portion of the trade tax paid by thepartnership attributable to his or her profit share will generally be credited either in full or in part against hisor her personal income tax by means of a lump sum methodmdashdepending on the level of the municipal trade taxmultiplier and certain individual tax-relevant circumstances of the taxpayer


Withholding Tax

In the case of a Domestic Paying Agent the gains of the sale of shares held as business assets are ingeneral subject to withholding tax in the same way as shares held as non-business assets by a shareholder(see ldquo242311 Shares Held as Non-Business Assetsrdquo in ldquo24231 Taxation of Capital Gains of Shareholderswith a Tax Domicile in Germanyrdquo) However the Dividend Paying Agent will not withhold the withholding taxif (i) the shareholder is a corporation association of persons or estate with a tax domicile in Germany or(ii) the shares belong to the domestic business assets of a shareholder and the shareholder declares so to theDomestic Paying Agent using the designated official form and certain other requirements are met Ifwithholding tax is nonetheless withheld by a Domestic Paying Agent the withholding tax (including thesolidarity surcharge (Solidaritaumltszuschlag) and church tax (Kirchensteuer) if applicable) withheld and paidwould generally be credited against the income or corporate income tax liability (including the solidaritysurcharge (Solidaritaumltszuschlag) and church tax (Kirchensteuer) if applicable) or would generally be refundedin the amount of any excess

24232 Taxation of Capital Gains of Shareholders without a Tax Domicile in Germany

Capital gains derived by shareholders with no tax domicile in Germany are only subject to German tax ifthe selling shareholder has a Qualified Holding in the Company or the shares belong to a domestic permanentestablishment or fixed place of business or are part of business assets for which a permanent representative inGermany has been appointed

In the case of a Qualified Holding if the shareholder is a private individual only 60 of the gains of thedisposal of the shares are subject to progressive income tax plus the solidarity surcharge (Solidaritaumltszuschlag)(partial income method) however most double taxation treaties provide for exemption from German taxationand assign the right of taxation to the shareholderrsquos country of residence According to the tax authorities thereis no obligation to withhold withholding tax at source in the case of a Qualified Holding if the shareholdersubmits to the Domestic Paying Agent a certificate of domicile issued by a foreign tax authority

If the selling shareholder has a Qualified Holding in the Company and the selling shareholder is acorporation which is not protected under a double taxation treaty which exempts any capital gain fromtaxation in Germany any capital gain of such shareholder is nevertheless fully tax exempt under Germandomestic rules

With regard to gains or losses of the disposal of shares belonging to a domestic permanent establishmentor fixed place of business or which are part of business assets for which a permanent representative inGermany has been appointed the abovementioned provisions pertaining to shareholders with a tax domicile inGermany whose shares are business assets apply mutatis mutandis (see ldquo242312 Shares Held as Business

273

Assetsrdquo in ldquo24231 Taxation of Capital Gains of Shareholders with a Tax Domicile in Germanyrdquo) TheDomestic Paying Agent can refrain from deducting the withholding tax if the shareholder declares to theDomestic Paying Agent on an official form that the shares form part of domestic business assets and certainother requirements are met

2424 Special Treatment of Companies in the Financial and Insurance Sectors and Pension Funds

As an exception to the aforementioned rules dividends paid to and capital gains realized by certaincompanies in the financial and insurance sector are fully taxable Since January 1 2017 the aforementionedexclusions of (partial) tax exemptions for corporate income tax and trade tax purposes apply to shares which inthe case of credit institutions or financial services institutions are to be allocated to the trading portfolio(Handelsbestand) within the meaning of the HGB As a consequence such credit institutions or financialservices institutions cannot benefit from the partial income method and are not entitled to the effective 95exemption from corporate income tax solidarity surcharge and trade tax Therefore dividend income andcapital gains are fully taxable The same applies to shares held by finance companies where (i) creditinstitutions or financial services institutions hold directly or indirectly a participation of more than 50 in therespective finance company and (ii) the finance company must disclose the shares as current assets(Umlaufvermoumlgen) as of the time they are initially recognized as business assets Likewise the tax exemptiondescribed earlier afforded to corporations for dividend income and capital gains from the sale of shares doesnot apply to shares that qualify as a capital investment in the case of life insurance and health insurancecompanies or those which are held by pension funds

However an exemption to the foregoing and thus a 95 effective tax exemption applies to dividendsobtained by the aforementioned companies to which the Parent Subsidiary Directive applies

In addition relief of withholding tax may be available under an applicable double taxation treaty subjectto certain prerequisites eg substance requirements and holding periods being met

2425 Inheritance and Gift Tax

The transfer of shares to another person mortis causa or by way of gift is generally subject to Germaninheritance or gift tax if

(i) the place of residence habitual abode place of management or registered office of the decedentthe donor the heir the donee or another acquirer is at the time of the asset transfer in Germanyor such person as a German national has not spent more than five continuous years outside ofGermany without maintaining a place of residence in Germany

(ii) the decedentrsquos or donorrsquos shares belonged to business assets for which there had been a permanentestablishment in Germany or a permanent representative had been appointed or

(iii) the decedent or the donor at the time of the succession or gift held a direct or indirect interest ofat least 10 of the Companyrsquos share capital either alone or jointly with other related parties

The fair market value of the shares represents the tax assessment base This is in general the stockexchange price of the shares Different tax rates apply dependent on the degree of relationship between thedecedent or donor and the recipient

The small number of double taxation treaties in respect of inheritance and gift tax which Germany hasconcluded to date usually provide for German inheritance or gift tax only to be levied in the cases under(i) and subject to certain restrictions in the cases under (ii) Special provisions apply to certain Germannationals living outside of Germany and to former German nationals

2426 Other Taxes

No German capital transfer taxes value added tax stamp duties or similar taxes are currently levied on thepurchase or disposal or other forms of transfer of the shares however an entrepreneur may opt to subjectdisposals of shares which are in principle exempt from value added tax to value added tax if the sale is madeto another entrepreneur for the entrepreneurrsquos business Wealth tax is currently not levied in Germany

2427 The Proposed Financial Transaction Tax (FTT)

On February 14 2013 the EU Commission adopted a proposal for a Council Directive on a commonfinancial transaction tax (ldquoFTTrdquo) According to such directive the FTT shall be implemented in certain EUmember states including Germany

274

The proposed FTT has very broad scope and could if introduced apply to certain dealings in the shares(including secondary market transactions) in certain circumstances The issuance and subscription of the sharesshould however be exempt

According to the coalition agreement between the German Christian Democratic Party and the GermanSocial Democratic Party the current German government still has the intention to introduce an FTT InJune 2018 Germany and France agreed to further pursue the implementation of an FTT in the EU for whichthe current French financial transaction tax (which is mainly focused on transactions regarding shares in listedcompanies with a market capitalization of more than EUR 1 billion) could serve as a role model

Any FTT proposal is however still subject to negotiation between (certain) EU member states Thereforeit is currently uncertain whether and when the proposed FTT will be enacted by the participating EU memberstates and when it will take effect with regard to dealings in the shares

On 9 December 2019 the German Federal Finance Minister announced another final proposal for aDirective for a financial transaction tax implemented by way of the enhanced cooperation mechanism to 9 otherparticipating EU member states (ldquoNew FTTrdquo) which was revised again in April 2020 In addition the GermanFederal Finance Ministry further prepared the implementation of the FTT or New FTT by the creation of a newdepartment (Referat) within the German Federal Finance Ministry Such new department is referred to asldquoFinanztransaktionsteuer (FTT)rdquo (Financial Transaction Tax (FTT))

The proposed New FTT remains subject to negotiation between the participating EU member states

Prospective investors are advised to seek their own professional advice in relation to the FTT andNew FTT

2428 Partial Abolition of the Solidarity Surcharge (Solidaritaumltszuschlag) as of 2021

As of 2021 the solidarity surcharge (Solidaumlritaumltszuschlag) which is an additional levy on the income taxburden of taxable persons in an amount of 55 will be partly abolished Such abolition only affectsindividuals subject to income tax under the German Income Tax Act (Einkommensteuergesetz) hencecorporations that are subject to corporate income tax under the German Corporate Income Tax Act(Koumlrperschaftsteuergesetz) will not be affected by such abolition at all As a result of such new law thesolidarity surcharge would only be levied if the income tax burden (tarifliche Einkommensteuer) exceeds anexemption limit of EUR 16956 (or EUR 33912 in the case of married couples or registered civil unions(eingetragene Lebenspartnerschaften) filing jointly) If the taxable income of an investor exceeds suchexemption limit the solidarity surcharge rate increases continuously up to a total levy of 55 on the incometax burden

However the partial abolition of the solidarity surcharge will not affect the withholding of taxes(Kapitalertragsteuer) Solidarity surcharge will still be levied on the withholding tax amount and withheldaccordingly There will not be a refund of any solidarity surcharge (regardless of the aforementioned exemptionlimits) if the withholding tax cannot be refunded either

275

25 FINANCIAL INFORMATION

Unaudited Three-Month Condensed Combined Interim Financial Statements of theGroup prepared in accordance with IFRS on interim financial reporting (IAS 34) as ofand for the three months ended December 31 2020Condensed Combined Income Statement F-3Condensed Combined Statement of Comprehensive Income F-3Condensed Combined Statement of Financial Position F-4Condensed Combined Statement of Changes in Equity F-5Condensed Combined Statement of Cash Flows F-6Notes to the Condensed Combined Interim Financial Statements F-7

Audited Six-Month Condensed Combined Interim Financial Statements of the Groupprepared in accordance with IFRS on interim financial reporting (IAS 34) as of and forthe six months ended September 30 2020Condensed Combined Income Statement F-44Condensed Combined Statement of Comprehensive Income F-44Condensed Combined Statement of Financial Position F-45Condensed Combined Statement of Changes in Equity F-46Condensed Combined Statement of Cash Flows F-47Notes to the Condensed Combined Interim Financial Statements F-48Independent Auditorrsquos Report F-78

Audited Unconsolidated German GAAP Financial Statements of the Company preparedin accordance with German Commercial Code (HGB) as of and for the short financialyear ended March 31 2020Income Statement F-85Statement of Financial Position F-86Notes to the Financial Statements F-87Independent Auditorrsquos Report F-89

Audited Unconsolidated Financial Statements of the Company prepared in accordancewith IFRS as of and for the twelve months ended March 31 2020Income Statement F-94Statement of Comprehensive Income F-94Statement of Financial Position F-95Statement of Changes in Equity F-96Statement of Cash Flows F-97Notes to the Financial Statements F-98Independent Auditorrsquos Report F-101

Audited Unconsolidated Financial Statements of the Company prepared in accordancewith IFRS as of March 31 2019 and for the period from February 28 2019 toMarch 31 2019Income Statement F-106Statement of Comprehensive Income F-106Statement of Financial Position F-107Statement of Changes in Equity F-108Statement of Cash Flows F-108Notes to the Financial Statements F-109Independent Auditorrsquos Report F-112

F-1

Unaudited Three-Month Condensed Combined Interim Financial Statements of the

Group prepared in accordance with IFRS on interim financial reporting (IAS 34) as of

and for the three months ended December 31 2020

F-2




Three months ended 31 December

Nine months ended 31 December

2020 2020

Note eurom eurom


Revenue 2 2112 4762

Maintenance costs (101) (206)

Staff costs 4 (65) (120)

Other operating expenses (153) (330)

Depreciation on lease-related right of use assets 7 (496) (1101)

Depreciation on other property plant and equipment 7 (221) (509)

Operating profit 3 1076 2496

Interest on lease liabilities 11 (135) (323)

Other finance costs (28) (31)

Other expenses (246) (254)

Share of results of equity accounted joint ventures 15 20 20

Profit before tax 687 1908

Income tax expense 5 (186) (524)


Attributable to



501 1384

Condensed Combined Statement of Comprehensive Income Three months ended 31


December

2020 2020

Note eurom eurom


Foreign exchange translation differences net of tax 18 10


Net actuarial losses on defined benefit pension schemes net of tax (04) (08)

Total items that will not be reclassified to the income statement in subsequent years

14 10

Other comprehensive income for the period net of income tax 14 02

Total comprehensive income for the period 515 1386

Attributable to



515 1385

F-3





Note eurom eurom

Non-current assets

Goodwill and intangible assets 6 34464 30970

Property plant and equipment 7 28470 21479

Investments in joint ventures 15 29182 -

Deferred tax assets 5 179 246


92387 52733

Current assets

Receivables due from related parties 8 11274 3920



11750 4323

Total Assets 104137 57056

Equity

Net investment of parent 49476 34420

Non-controlling interests 552 -

Total Equity 50028 34420





Deferred tax liabilities 5 181 03



23115 18500

Current liabilities


Current income tax liabilities 5 236 196




Overdrafts 31 -

30994 4136

Total liabilities 54109 22636

Total equity and liabilities 104137 57056

The financial statements were approved by the board of Directors and authorised for issue on 14 February 2021 They were signed on its

behalf by

Vivek Badrinath Chief Executive Officer Thomas Reisten Chief Financial Officer Christian Sommer General Counsel

F-4




Net investment of

parent Non-controlling

interests Total

equity

eurom eurom eurom

1 April 2020 525 - 525


33024 - 33024

Profit for the period 883 - 883

Other comprehensive expense for the period (12) - (12)

Total comprehensive income for the period 871 - 871

30 September 2020 34420 - 34420


12647 551 13198

Issue of shares 1895 - 1895

Profit for the period 500 01 501

Other comprehensive expense for the period 14 - 14

Total comprehensive income for the period 514 01 515

31 December 2020 49476 552 50028

F-5






December

2020 2020

Note eurom eurom

Net cash from operating activities 13 2764 3796


Purchases of property plant and equipment (298) (687)

Net cash used in investing activities (298) (687)


Net movement in short-term borrowings 31 31

Net movements in cash management activities with related parties

(1958) (2227)

Repayment of lease liabilities including interest (509) (852)

Net cash used in financing activities (2436) (3048)

Net increase in cash and cash equivalents 30 61

Effect of foreign exchange rates 01 01

Cash and cash equivalents at beginning of period 31 -

Additions on combination of companies into the Group - -

Cash and cash equivalents at end of period 62 62

F-6






Vantage Towers Germany AG (the ldquoCompanyrdquo) is incorporated and domiciled in Germany (registered with

Duumlsseldorf Local Court under HRB no 85940) The registered address of the Company is Prinzenallee 11-13

40549 DuumlsseldorfGermany The Company is ultimately controlled by Vodafone Group Plc (ldquoVodafonerdquo) a

company incorporated and domiciled in England and Wales with a registered address of Vodafone House The


The condensed combined interim financial statements for the three months and nine months ended 31

December 2020


(ldquoIAS 34rdquo) as issued by the International Accounting Standards Board and as adopted by the European

Union



accordance with International Financial Reporting Standards as issued by the International Accounting

Standards Board and as adopted by the European Union (ldquoIFRSrdquo)

bull present the Condensed Combined Statement of Financial Position and the Condensed Combined

Statement of Changes in Equity corresponding to the closing date of the immediately preceding six

month period (30 September 2020) together with the figures at 31 December 2020 solely and

exclusively for comparative purposes Moreover in accordance with IAS 34 next to each of the items

of the Condensed Combined Income Statement the Condensed Combined Statement of

Comprehensive Income and the Condensed Combined Statement of Cash Flows the figures

corresponding to the three month period ended on 31 December 2020 are presented along with

those corresponding to the nine month period ended on 31 December 2020 and



SA (domiciled in Lisbon Portugal) Vantage Towers sro (domiciled in Prague Czech Republic)

Vodafone Magyarorszaacuteg zrt (domiciled in Budapest Hungary) Vodafone Towers Romania SRL

(domiciled in Bucharest Romania) Vantage Towers Greece (domiciled in Athens Greece) and

Infrastrutture Wireless Italiane SpA (domiciled in Rome Italy) (together the ldquoGrouprdquo) on the basis

set out below

-



separate its European tower infrastructure assets in Germany (the parent company) Spain Portugal the Czech

Republic Hungary Romania Greece Ireland its 50 ownership interest in Cornerstone Telecommunications

Infrastructure Limited (ldquoCornerstonerdquo) its 332 ownership interest in Infrastrutture Wireless Italiane SpA

(ldquoINWITrdquo) and Central Tower Holding Company BV (ldquoCTHCrdquo) ndash the intermediate holding company - into a new

stand-alone tower infrastructure business being the Group

In order to achieve separation of these tower infrastructure assets the tower infrastructure assets in each local

market were grouped into a business unit within the Vodafone operating company in that market and then

carved out of the operating company into a separate legal entity controlled by Vodafone either by way of a

hive-down a demerger or otherwise Following this separation the various legal entities have now reorganised

under the Company to form the Group

F-7








financial statements for the year end to ensure consistency of reporting in accordance with IFRS








As the single transaction comprises the combination of the separate European tower businesses this meets the

definition of a business combination However as the transaction is under common control the accounting

does not fall in scope of any existing IFRSs Consequently in accordance with International Accounting

Standards 8 ldquoAccounting Policies Changes in Accounting Estimates and Errorsrdquo (ldquoIAS 8rdquo) the Directors must

employ judgement to develop and apply an appropriate accounting policy

The Directors have also considered whether it would be more appropriate to prepare consolidated financial

statements given the Group came into existence during the three months ended 31 December 2020 following

the acquisition of CTHC (17 December 2020) The Directors have concluded that these financial statements

should be presented on a combined rather than a consolidated basis as presentation of the full three months

ended 31 December 2020 of combined results will be most useful to users This is due to the fact that it will be

the first complete three month period for which the majority of all legal entity separations have been

completed and is most consistent with the basis of preparation of the previous financial statements for the six

month period ending 30 September 2020 In contrast consolidated financial statements for the three month

period ending 31 December 2020 would only reflect transactions during the period from 17 December until 31

December 2020 and would therefore only provide a very narrow picture of the performance of the Group


European tower assets that make up the Group by applying the pooling of interests method based on historical

carrying values as though the current structure had always been in place a method of accounting for business

combinations These historical carrying values are determined by reference to the book values recorded under

the Vodafone Group accounting policies immediately preceding the transaction in accordance with the pooling

of interests approach In applying the pooling of interests method the Directors have considered the

requirements of IFRS 10 which in the absence of specific IFRS guidance is considered to be analogous and

relevant for the purposes of accounting for the combination





F-8







December 2020 the Directors are required to apply judgement given that the Group is only part way through


continuity with the basis of preparation for year end financial statements Whilst the basis of preparation cited

above is referenced to principles embodied within consolidated financial statements the Directors have







March 2020 and 23 December 2020 as detailed below

In addition to CTHC the intermediary holding company that the Company acquired 100 of the ordinary

shares in on 17 December 2020 the following entities within the Vantage Towers business have been included

within the condensed combined interim financial statements from the effective date of their demerger from

the respective Vodafone operating companies




bull Vodafone Towers Portugal SA (ldquoVantage Towers Portugalrdquo) ndash 16 July 2020


bull Vodafone Magyarorszaacuteg zrt (ldquoVantage Towers Hungaryrdquo) ndash 1 November 2020

bull Vodafone Towers Romania SRL (ldquoVantage Towers Romaniardquo) ndash 13 November 2020

bull Vodafone Greek TowerCo ndash 17 November 2020 (followed by the Grouprsquos 62 acquisition of Vantage

Towers Greece on 23 December 2020 which contained the assets of both Vodafone Greek TowerCo

and Wind Hellas Greek TowerCo respectively) and

bull the Grouprsquos investment in the joint venture of Infrastrutture Wireless Italiane SpA (ldquoINWITrdquo) ndash 19

November 2020

For the avoidance of doubt the investment in the joint venture of Cornerstone Telecommunications

Infrastructure Limited (ldquoCornerstonerdquo) has not been included within these condensed combined interim

financial statements as the investment has not been transferred from the respective Vodafone operating

entity on 31 December 2020 See note 18 subsequent events for further information on transactions relating to

this entity




F-9






The Group operates a portfolio of tower sites across Europe for which it receives revenue both from the

Vodafone Group under Master Service Agreements (ldquoMSArdquo) and from other unrelated customers






The condensed combined interim financial statements are presented in Euro which is also the Grouprsquos and

each entityrsquos functional currency with the exception of Vantage Towers Czechia Republic and Vantage Towers

Hungary which have functional currencies of Czech Koruna and Hungarian Forint respectively




items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on

the initial transaction dates Non-monetary items measured in terms of historical cost in a foreign currency are

not retranslated






entities with a functional currency other than Euro are expressed in Euro using exchange rates prevailing at the











F-10





Going concern

The Directors are satisfied that at the time of approving the financial statements it is appropriate to adopt the going concern basis in preparing the financial statements

The Directors have reviewed the financial performance and position of the Company and have assessed the monthly cashflow forecasts through to March 2022 They note the Grouprsquos euro9664 million cash is held in a call deposit account as part of the Vodafone Group Plc cash pooling arrangement Per the terms of the arrangement the Directors have control of this deposit and draw down upon this balance when needed Having considered the overall financial position of the Vodafone Group as set out in its Interim Financial Statements for the 6 months ended 30 September 2020 the Directors are satisfied that the Vodafone Group has sufficient liquidity for the Company and Group to continue to access the cash balance held in its call deposit account

Despite the potential for a sustained macro-economic downturn the Directors are satisfied that due to the low cost base and significant head room in the cash flow forecast the business will continue to have sufficient cash available even in the event of any reasonably possible downturn in trading There has been limited impact on the business as a result of COVID-19 (see note 14 ldquoCapital and financial risk managementrdquo)

On the basis of their assessment the Directors of Vantage Towers AG expect that the Company will be able to

continue in operational existence for the period up to and including March 2022 and hence continue to adopt

the going concern basis of accounting in preparing the annual financial statements





current











F-11





Significant accounting policies applied in the current reporting period that relate to balances without a separate note (continued)




benefit plan liabilities are assessed using the projected unit funding method and applying the principal actuarial

assumptions at the reporting period date Assets are valued at market value







service cost any past service cost and the effect of any settlements The interest cost less the expected interest

income on assets is also charged to the income statement The amount charged to the income statement in

respect of these plans is included within other operating costs


fall due



















The Group is assessing the impact of these new standards and the Grouprsquos financial reporting will be presented

in accordance with these standards from 1 April 2022

F-12








2015


IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Grouprsquos circumstances In determining and applying accounting policies Directors and management are required to make judgements and estimates in respect of items where the choice of specific policy accounting judgement estimate or assumption to be followed could materially affect the Grouprsquos reported financial position results or cash flows and disclosure of contingent assets or liabilities during the reporting period it may later be determined that a different choice may have been more appropriate

The Grouprsquos critical accounting judgements and key sources of estimation uncertainty are detailed below Actual outcomes could differ from those estimates The estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period they are recognised in the period of the revision and future periods if the revision affects both current and future periods

Management regularly reviews and revises as necessary the accounting judgements that significantly impact the amounts recognised in the condensed combined interim financial statements and the estimates that are considered to be ldquocritical estimatesrdquo due to their potential to give rise to material adjustments in the Grouprsquos financial statements in the following period As at 31 December 2020 management has identified critical judgements in respect of presentation of comparatives revenue recognition lease accounting valuation of goodwill and taxation In addition management has identified critical accounting estimates in relation to the impairment of goodwill and estimation of asset retirement obligations




that have the most significant effect on the amounts recognised in the condensed combined interim financial

statements



concluded that


single transaction



the requirements of IFRS 10 and therefore no comparative information is presented for that period

and


statements for the period ended 31 December 2020 should be prepared on the same basis as that


F-13






Revenue recognition



disclosed below










customers

Lease accounting

Lease accounting under IFRS 16 lsquoLeasesrsquo necessitates the collation and processing of very large amounts of data

combined with application of management judgements and estimates to produce financial information The

most significant accounting judgements are disclosed below


Management judgement is required in determining whether leases where the Group is lessor are classified as











bull High level analysis concluded that the present value of lease payments was not lsquosubstantially allrsquo of the

fair value of the tower asset





F-14






Lessee - Lease term


















to relate to the Group has been allocated between the Grouprsquos businesses and the remaining Vodafone

operating business in proportion to the relative value of the cash generating units for each market at the

demerger date The allocation of goodwill between cash generating units is assessed from the enterprise value

of the relevant Vodafone Group operations

Taxation



following


Significant items on which the Group has exercised judgement whether or not to recognise deferred tax assets

in respect of losses in Spain The recognition of deferred tax assets particularly in respect of tax losses is based




as are used in the Grouprsquos value in use calculations for goodwill impairment purposes

Changes in the judgements taken which underpin the Grouprsquos forecasts could have an impact on the amount of

deferred tax asset recognised The Group only considers substantively enacted tax laws when assessing the


F-15



















The Group is required to recognise provisions for site restoration costs on its leased assets There is uncertainty

around the cost of asset retirement obligations as cost estimates can vary in response to many factors

including from changes in market rates for goods and services to the relevant legal requirements the






An increase or decrease in the cost estimates by 10 at 31 December 2020 would result in an increase or

decrease in the liability and corresponding asset by euro319 million and euro319 million respectively



Accounting policies

Revenue









for further information Where services have a functional dependency (for example services are required to be

provided alongside the lease) this does not in isolation prevent those services from being assessed as separate

obligations

F-16








The transaction price is allocated between the identified obligations according to the relative standalone selling

prices of the obligations The standalone selling price of each obligation deliverable in the contract is





payment is probable





sale to the customer As a principal receipts from customers and payments to suppliers are reported on a gross

basis in revenue and operating costs If another party has control of services prior to transfer to a customer

then the Group is acting as an agent for the other party and revenue in respect of the relevant obligations is

recognised net of any related payments to the supplier and recognised revenue represents the margin earned

by the Group Control of the energy is obtained by the Group and recorded on a gross basis with the exception

where the Group delivers energy to operate the antenna and provide mobile reception to customers in which

case control of the energy is not obtained prior to transfer to a customer See ldquoCritical accounting judgements

and key sources of estimation uncertaintyrdquo in note 1 for details

Segmental analysis

The Grouprsquos operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance The Group has determined the chief operating decision maker to be the Management Board The Group has a single group of similar services and products being the supply of infrastructure leases and related services Revenue is attributed to a country or region based on the location of the tower assets and company reporting the associated revenue


The period for each segmentrsquos results disclosed below is from the date of de-merger of each market as set out in the note 1 basis of preparation until 31 December 2020

F-17







expense1

Recharged capital



Germany 1192 984 (279) (13) 692

Spain 418 375 (180) (02) 193

Greece 81 71 (28) - 43

Other European Markets 421 363 (144)

- 219

Combined 2112 1793 (631) (15) 1147


liabilities



expense1

Recharged capital



Germany 2802 2370 (623) (13) 1734

Spain 1212 1088 (545) (06) 537

Greece 81 71 (28) - 43


667 577 (228) - 349

Combined 4762 4106 (1424) (19) 2663


liabilities

The Group measures segment profit using adjusted EBITDA defined as operating profit before depreciation on lease-related right of use assets depreciation amortisation and gainslosses on disposal for other property plant and equipment and excluding impairment losses restructuring costs arising from discrete restructuring plans other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group A reconciliation of adjusted EBITDA to operating profit is shown below For a reconciliation of operating profit to segment profit for the period see the combined income statement



December 2020

eurom eurom


Depreciation on lease-related right of use assets (496) (1101)

Depreciation on other property plant and equipment (221) (509)



F-18




2 Revenue disaggregation and segmental analysis (continued) Segmental assets and capital expenditure



Maintenance capital

expenditure2



Germany 3839 8207 40 187 361

Spain 1136 4566 18 35 158

Greece 1244 3144 02 01 31


1825 4601 14 23 167

Combined 8044 20518 74 246 717





The Group generates revenue based on the different services it offers The Group earns the vast majority of its revenue based on long-term contracts with Vodafone and other Mobile Network Operators (ldquoMNOrdquo) on Macro Sites Macro Sites are the physical infrastructure either ground-based or located on the top of a building where communications equipment is placed to create a cell in a mobile network Macro Site revenue represents revenue earned from renting space and providing services to customers on Macro Sites Fees are charged on a per Site basis except in the case of certain Active Sharing Arrangements in Spain and Portugal pursuant to which Vodafone and the contracting MNO have agreed to apply a single portfolio fee to all Sites The Group also earns ancillary revenue providing Micro Sites and from providing energy and upgrade services to its customers Other rental revenue (DASSmall Cell) represents revenue earned from renting space and providing services to tenants on DASSmall Cell Sites Recharged capital expenditure revenue includes direct recharges to tenants of capital expenditure in connection with upgrades to existing Sites Recharged capital expenditure revenue is recognized over the term of the associated Vodafone MSA resulting in deferred income recognition euro15m of recharged capital expenditure revenue was generated during the 3 months ended December 31 2020 however upgrade revenue is expected to increase over time as the Vodafone MSAs have come into force


F-19







December 2020

eurom eurom

Service revenue 519 1199

Other service revenue 47 99

Total revenue from contracts with customers 566 1298

Lease revenue 1507 3421

Other lease revenue 39 43

Total revenue 2112 4762

Split as 0

Macro site revenue 2013 4583

Other rental revenue 37 61

Energy and other revenue 47 99

Recharged capital expenditure 15 19

2112 4762

Included in total revenue are revenues which arose from sales to the Grouprsquos largest customer Vodafone Group

Plc (see note 8) No other single customers contributed 10 per cent or more to the Grouprsquos revenue in the 3

month or 9 month periods to 31 December 2020

The total future revenue from the Grouprsquos contracts with customers with performance obligations not satisfied

at 31 March 2020 is euro46760 million of which euro6339 million is expected to be recognised within the next year

with the remainder to be recognised in future years over the term of the customer agreements

3 Operating profit



December 2020


December 2020

eurom eurom

Net foreign exchange losses(gains) - -


Depreciation on other property plant and equipment 221 509

Maintenance costs 101 206

Energy costs 45 111

F-20




4 Staff costs



December 2020


December 2020

eurom eurom

Wages and Salaries 56 103

Social security costs 07 13

Other pension costs 02 03

Share-based payments - 01

Total 65 120

5 Income taxes

Accounting policies

Income tax expense represents the sum of current and deferred taxes








F-21









eurom eurom


Current year 93 277

Total current tax expense 93 277

Deferred tax on origination and reversal of temporary differences 93 247

Total deferred tax expense 93 247

Total income tax expense 186 524

A net deferred tax asset of euro245m was acquired by the Group as part of the transfers of the local market tower

businesses in this period Of the acquired euro245m net deferred tax asset euro449m relates to tax losses carried

forward in Vantage Germany The remaining acquired deferred tax balances which net to a deferred tax

liability of euro204m relates to temporary differences arising on fixed assets leases and provisions held by the

Group


The German tower business was transferred to the Group on 25 May 2020 However for German tax purposes

this transfer applies retroactively from 30 September 2019 In the period to 25 May 2020 the business

generated tax losses as Vantage only generated third-party income On the date of migration of the business in

May Vantage and Vodafone concluded on their Tower rental agreements leading to an additional income

source A deferred tax asset has therefore been recognised on the losses generated to 25 May 2020 on the

basis that Vantage Germany is expected to generate sufficient future taxable income in the years ended 31

March 2021 and 2022 on which the losses can be utilised to offset for tax purposes

The Spanish towers business has unused tax losses of euro1876 million which are available to offset against the future profits of the business and do not expire The Spanish Towers business remains a member of Vodafones Spanish tax group at the balance sheet date and due to the early stage of the IPO process together with local tax law criteria it is uncertain whether the Spanish Towers business will leave the tax group in the near future Due to this together with the tax groups history of losses and the trading environment the spanish tax group operates in no deferred tax asset is recognised for these tax losses

6 Goodwill and intangible assets





tower business and is subsequently measured at this value less any accumulated impairment losses Goodwill is

not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may be

required

F-22







Goodwill Software Total

eurom eurom eurom

Cost

1 April 2020 100 - 100


30 September 2020 30970 - 30970


Additions - 34 34

Foreign exchange differences 39 - 39

31 December 2020 34429 34 34463

Accumulated impairment losses and amortisation

1 April 2020

Impairment charge - - -

30 September 2020 - - -

Impairment charge - -

Amortisation charge - - -

31 December 2020 - - -

Net book value

30 September 2020 30970 - 30970

31 December 2020 34429 34 34463

Impairment losses

Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an indication

that the asset may be impaired








F-23







reflects current market assessments of the time value of money and the risks specific to the asset for which the

estimates of future cash flows have not been adjusted Management prepares formal five year management

plans for the Grouprsquos cash-generating units which are the basis for the value in use calculations



those acquisitions

As at 31 December 2020 the Grouprsquos goodwill is not required to be assessed for impairment through the


impairment test

The carrying value of goodwill at 31 December was as follows

Cash generating unit

31 December 2020

eurom

30 September 2020

eurom

Germany 25650 25650

Spain 100 100

Greece 2560 -

Other European Markets 6119 5220

Combined 34429 30970


from Vodafone


Accounting policies




F-24





Land and buildings


Other








F-25






eurom eurom eurom

Cost

1 April 2020 - 812 812


222 3881 4103

Additions - 813 813


- 437 437

Disposals - - -


30 September 2020 222 5937 6159


69 833 902


Transfers from related parties - 71 71

Additions 03 317 320


- 60 60

Disposals - - -

Foreign exchange differences - 14 14

31 December 2020 1031 7430 8461


1 April 2020 - - -


Disposals - - -


30 September 2020 - 288 288


Disposals - - -


30 December 2020 - 509 509

Net book value

30 September 2020 222 5649 5871

31 December 2020 1031 6921 7952

F-26







31 December 2020

eurom 30 September 2020

eurom

Other property plant and equipment 7952 5871

Lease-related right-of-use assets1 20518 15608

31 December 2020 28470 21479

1 Additions of euro1326million and a depreciation charge of euro496 million were recorded in respect of right-of-use assets during the 3 month period to 31 December 2020

At 31 December 2020 no indications of impairment were identified in relation to the property plant and equipment


The Group has a number of related parties including Vodafone Group Plc companies outside the Group

Directors and Supervisory Board members











eurom eurom





eurom eurom



F-27







parties


parties


parties


parties


eurom eurom eurom eurom

Vodafone Group Plc - - - -

Subsidiaries of Vodafone Group Plc 11274 (28284) 3920 (2748)

Included within the amounts outstanding at the reporting date is a net euro16784m payable in relation to the


amounts


eurom eurom


Thereof Cash deposits held with related parties 9239 1147


Thereof Short term borrowings from related parties (24072) (65)

Thereof Long term borrowings from related parties (1951) (1043)

(26023) (1108)

Net (payable)receivables due (to)from subsidiaries of Vodafone Group Plc in relation to the Grouprsquos cash management activities (16784) 39

On 20 November 2020 the Company entered into a euro30bn loan facility agreement with Vodafone Investments

Luxembourg Sagraverl (ldquoVILrdquo) On 17 December 2020 the Company drew a loan of euro23bn from this facility The

loan has a termination date of 1 December 2021 and interest is charged on the drawn down amount equal to

EURIBOR + 105 The Company has the unilateral right to extend the loan facility until 1 December 2022

however this is classified as a short term loan due to the current intention of management to refinance within

12 months of the balance sheet date

During the period other property plant and equipment of euro71m and intangible assets of euro28m were

transferred to the Group from subsidiaries of Vodafone Group Plc representing the cost of those assets at the

date of transfer


The Grouprsquos receivables and payables due from as well as to related parties are financial assets and financial liabilities recorded at amortised cost The receivables due from related parties is measured after allowances for future expected credit losses see note 14 ldquoCapital and financial risk managementrdquo for more information on credit risk


F-28









eurom

Short-term employee benefits 05 11

Share-based payments 07 15

12 26



Accounting policies



eurom eurom




Other receivables 48 -

Prepayments 29 23

92 38


Trade receivables 181 163


Prepayments 59 13

Tax receivables 36 28

Other receivables 37 80

414 372

F-29




9 Trade and other receivables (continued)




Accounting policies


eurom eurom

31 December 2020 At 30 September 2020


Accruals 02 -

Deferred Income 27 47

29 47


Trade payables 331 171

Accruals 861 756

Deferred income 143 184

Other taxation and social security

201 218

Other payables 60 79

1596 1408


11 Leases

Accounting policies

As a lessee



F-30







As a lessor






As a lessee


The Grouprsquos general approach to determining lease term is described under critical accounting judgements and key sources of estimation uncertainty in note 1


Lease periods

Where practicable the Group seeks to include extension or break options in leases to provide operational flexibility therefore many of the Grouprsquos lease contracts contain optional periods The Grouprsquos policy on assessing and reassessing whether it is reasonably certain that the optional period will be included in the lease term is described under critical accounting judgements and key sources of estimation uncertainty in note 1


F-31





The Grouprsquos cash outflow for leases in the three months ended 31 December 2020 was euro509 million (9 months ended 31 December euro852m) and absent significant future changes in the volume of the Grouprsquos activities or strategic changes to use more or fewer other property plant and equipment this level of cash outflow from leases would be expected to continue for future periods subject to contractual price increases The future cash flows included within lease liabilities are shown in the maturity analysis below The maturity analysis only includes the reasonably certain payments to be made cash outflows in these future periods will likely exceed these amounts as payments will be made on optional periods not considered reasonably certain at present and on new leases entered into in future periods

Management have assessed that the signing of new Master Service Agreements during the period were a significant trigger event for reassessment in line with its accounting policy and therefore amounts recognised in the primary financial statements in relation to lessee transactions are as follows

Right-of-use assets


Lease liabilities


31 December 2020

30 September 2020

eurom eurom

Within one year 2831 1633

In more than one year but less than two years 2742 1910

In more than two years but less than five years 7339 5586

In more than five years 10830 9001

Effect of discounting (3251) (2752)

Lease liability 20491 15378

Analysed as

Non-current 17861 14656

Current 2630 722




eurom


Interest expense on lease liabilities 135 323

Expense relating to variable lease payments not included in the measurement of the lease liability

- -

Income from sub-leasing right of use assets 1546 3464

F-32






As a lessor

The Grouprsquos lessor activities are with telecommunication companies leasing out space on the Grouprsquos other infrastructure property plant and equipment assets




Within one year









12 Provisions


timing or amount that will be paid and is therefore often estimated The main provisions held by the Group are

in relation to asset retirement obligations which include the cost of returning network infrastructure sites to

their original condition at the end of the lease

Accounting policies













Other provisions



F-33






eurom eurom eurom

1 April 2020 246 02 248


Additions 324 - 324





30 September 2020 2797 55 2852



Additions 32 - 32

Amounts charged to income statement 09 - 09


Adjustments to discount rate 60 - 60


Effects of foreign exchange 05 - 05

31 December 2020 3200 56 3256



3200 56 3256

F-34




13 Reconciliation of net cash flow from operating activities Three months ended

31 December Nine months

ended 31 December

2020 2020

eurom eurom


Income tax expense 186 524

Interest on lease liabilities 135 323

Other finance costs 28 31

Other expenses 246 254

Share of results of equity accounted joint ventures (20) (20)


Adjustments for

Share-based payments and other non-cash charges 16 17

Depreciation of other property plant and equipment 221 509

Depreciation of lease-related right of use assets 496 1101

Decrease(increase) in trade receivables from related parties 818 (1279)

Increase in trade payables to related parties 249 1259

Increase in trade and other receivables (73) (162)

Increase(decrease) in trade and other payables 19 (87)

Cash generated by operations 2822 3854

Net tax paid (58) (58)

Net cash flow from operating activities 2764 3796



Accounting policies





F-35





Capital management




Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a financial loss for the Group The Group is exposed to credit risk from its operating activities and from its financing activities the Group considers its maximum exposure to credit risk at 31 December to be cash and cash equivalents and trade receivables and receivables due from related parties as disclosed in the statement of financial position and note 9 ldquoTrade and other receivablesrdquo


The Group has financial assets classified and measured at amortised cost that are subject to the expected credit loss model requirements of IFRS 9 Cash at bank and in hand and trade and other receivables are classified and measured at amortised cost and subject to these impairment requirements However the identified expected credit loss is considered to be immaterial at 31 December 2020





Liquidity risk


F-36





Market risk





Acquisition risks


COVID-19




15 Investments in joint ventures

The Group holds an interest in a joint venture in Italy that it shares control with one or more third parties

Accounting policies

A joint arrangement is a contractual arrangement whereby the Group and other parties undertake an economic activity that is subject to joint control that is when the relevant activities that significantly affect the investeersquos returns require the unanimous consent of the parties sharing control Joint arrangements are either joint operations or joint ventures

Gains or losses resulting from the contribution or sale of a subsidiary as part of the formation of a joint arrangement are recognised in respect of the Grouprsquos entire equity holding in the subsidiary

F-37





Joint ventures

A joint venture is a joint arrangement whereby the parties that have joint control have the rights to the net assets of the arrangement

At the date of acquisition any excess of the cost of acquisition over the Grouprsquos share of the net fair value of the identifiable assets liabilities and contingent liabilities of the joint venture is recognised as goodwill The goodwill is included within the carrying amount of the investment

The results and assets and liabilities of joint ventures are incorporated in the consolidated financial statements using the equity method of accounting Under the equity method investments in joint ventures are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the Grouprsquos share of the net assets of the joint venture less any impairment in the value of the investment The Grouprsquos share of post-tax profits or losses are recognised in the consolidated income statement Losses of a joint venture in excess of the Grouprsquos interest in that joint venture are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the joint venture

The financial and operating activities of the Grouprsquos joint venture is jointly controlled by the participating shareholders The participating shareholders have rights to the net assets of the joint ventures through their equity shareholdings Unless otherwise stated the Companyrsquos joint venture has share capital consisting solely of ordinary shares and are all indirectly held The country of incorporation or registration of all joint ventures is also their principal place of operation

Principle activity Country of incorporation

or registration Percentage

shareholdings

Infrastructture Wireless Italiane (INWIT) SpA Network infrastructure Italy 332

Summarised financial information for the Grouprsquos joint venture on a 100 ownership basis is set out below

The shareholding in INWIT was transferred to the Group on 19 November 2020 The cost of investment recognised in the statement of financial position represents the net asset value of euro29166m at that date with the Group being entitled to a share of its net income from 19 November 2020 until the period end of 31 December 2020

Information in relation to the 3 month period to 31 December 2020 has not been released at the date of approval of these financial statements and as such is market sensitive for INWIT Therefore reported results for INWIT for the 3 months ended 30 September 2020 being the most recently available publically information has been used with adjustments being made for the effects of any significant events or transactions occurring between the accounting period ends

In addition following the merger between INWIT and Vodafone Towers Italy and the subsequent acquisition of shares in INWIT a purchase price allocation exercise was performed in accordance with IFRS 3 which resulted in inter alia a step up in PPE and intangible asset values and a corresponding increase in depreciation and amortisation charges The resulting additional expenses from the purchase price allocation and the associated tax effect are included within the reported results for INWIT for the 3 months ended 30 September 2020

F-38





Income statement ndash 3 months ended 31 December 2020 eurom

Revenue 870

Operating expenses (64)

Operating profit or loss before amortization depreciation capital gains(losses) and reversals (write-downs) of non-current assets (EBITDA)

806

Amortization depreciation capital gains(losses) on disposals and write-downs of non-current assets (621)

Operating profit (EBIT) 185

Finance income -

Finance expense (96)

Profit before taxation 89

Taxation (29)


Statement of financial position ndash at 31 December 2020 eurom


Current assets 317

Total assets 14780

Equity shareholdersrsquo funds 8787

Non-current liabilities 4896

Current liabilities 1098


Reconciliation of summarised financial information

The reconciliation of summarised financial information presented to the carrying amount of our interest in joint ventures is set out below

3 months ended 31 December 2020 eurom

Equity shareholder funds 8787

Investment in joint venture 2919

Carrying value 2919


Share of profit 20

Share of profit 20

F-39




16 Acquisitions

This note provides details of the acquisitions during the period as well as those in the prior period

Acquisition of Vantage Towers Greece

On July 24 2020 Vodafone Europe BV (ldquoVEBVrdquo) entered into an agreement with Crystal Almond Sagraverl

(ldquoCrystal Almondrdquo) the controlling shareholder of Wind Hellas Telecommunications SA (ldquoWind Hellasrdquo) for

Vodafone-Panafon Hellenic Telecommunications Company SA (ldquoVodafone Greecerdquo) and Wind Hellas to

partially demerge and subsequently contribute their tower businesses into Vantage Towers Greece a jointly

owned entity controlled by VEBV

Vodafone Greece transferred its Passive Infrastructure business to Vodafone Greece Towers SA (ldquoVodafone

Greek TowerCordquo) by way of a notarial deed dated November 6 2020 with legal effect from November 17

2020 In exchange for the transfer of the assets and liabilities of Vodafone Greece to Vodafone Greek TowerCo

Vodafone Greecersquos shareholders received a pro rata issuance of shares in Vodafone Greek TowerCo Wind

Hellas transferred its Passive Infrastructure business to Crystal Almond Towers Single Member SA (ldquoWind

Hellas Greek TowerCordquo) by way of a notarial deed dated November 6 2020 with legal effect from November

17 2020 In exchange for the transfer of assets and liabilities of Wind Hellas to Wind Hellas Greek TowerCo

Crystal Almond was issued all of the shares in Wind Hellas Greek TowerCo

On December 18 2020 Vantage Towers Greece was incorporated On December 21 2020 VEBV and Crystal

Almond contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo respectively

to Vantage Towers Greece Following the contribution VEBV and Crystal Almond were issued 62 and 38

shareholdings in Vantage Towers Greece respectively

On December 22 2020 VEBV transferred its shares in Vantage Towers Greece to CTHC and VEBV CTHC

Vantage Towers Greece and Crystal Almond entered into a deed of novation pursuant to which VEBV assigned

to CTHC a call option (the ldquoVantage Towers Greece Call Optionrdquo) to acquire the remaining 38 of Vantage

Towers Greece from Crystal Almond

Vodafone Greek TowerCo is included in the combined financial statements using pooling of interest method

Wind Hellas Greek TowerCo was acquired in a business combination using the acquisition method in line with

IFRS 3

The primary reason for the business combination was to acquire a fully integrated nationwide network in

Greece that is underpinned by secure long-term contractual arrangements with a high-quality customer base

Consideration paid was 38 of the equity interest in Vodafone Towers Greece (with a fair value of euro178m) plus

cash of euro25m The fair value of the equity interest was measured by calculating its enterprise value of

Vodafone Towers Greece by reference to its discounted cash flows The amount of the non-controlling interest

recognised at the acquisition date was euro551m measured as a share of net assets

As the acquisition occurred on 22 December 2020 the table below sets out the provisional accounting for the

transaction as a full purchase price allocation has yet to be completed These provisional values will be

adjusted in the Grouprsquos next set of financial statements

F-40




16 Acquisitions (continued)

Fair value

eurom

Net liabilities acquired


Current assets -

Non-current liabilities (1030)

Current liabilities (130)

Net identified liabilities acquired (120)

Goodwill 2150

Total consideration 2030

From the date of acquisition to 31 December the acquired entity contributed nil towards the revenue and

profit before tax of the Group If the acquisition had taken place at the beginning of the financial year revenue

would have been euro946m and the profit before tax would have been euro293m


Contingent liabilities are potential future cash outflows where the likelihood of payment is considered more

than remote but is not considered probable or cannot be measured reliably The Group does not have any

contingent liabilities required to be disclosed



On January 7 2021 the shareholdersrsquo meeting of the Company resolved to increase the share capital from euro464504358 by euro41277907 to euro505782265 by issuing 41277907 new shares in the Company (the ldquoThird Capital Increaserdquo) The Third Capital Increase was carried out by the payment of euro41277907 in cash by Vodafone Germany to the Company (the ldquoThird Capital Increase Paymentrdquo) As consideration Vodafone Germany received 41277907 new shares in the Company The consummation of the Third Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Duumlsseldorf Germany on January 14 2021 In connection with the Third Capital Increase Vodafone Germany made a ldquofurther additional paymentrdquo to the Company lsquos capital reserves pursuant to section 272 para 2 no 4 HGB (so-called share premium (schuldrechtliches Agio)) in the amount of euro1171832493 (the ldquoThird Capital Contributionrdquo)

Reorganisation

Effective on January 14 2021 Vodafone Group Plc completed the process by which Vantage Towers was established Prior to that date Vodafone Europe BV (ldquoVEBVrdquo) an indirect 100 subsidiary of Vodafone Group Plc held all of the share capital of Central Tower Holding Company BV (ldquoCTHCrdquo) Vantage Towers Ireland Vantage Towers Portugal Vantage Towers Czechia Republic Vantage Towers Hungary and Vantage Towers Spain VEBV held 9999 of all shares in Vantage Towers Romania 332 of all shares in INWIT and 62 of all shares in Vantage Towers Greece Vodafone Ltd (ldquoVodafone UKrdquo) held 50 of all shares in Cornerstone VEBV contributed all of the shares in Vantage Towers Ireland Vantage Towers Portugal Vantage Towers Czechia Republic Vantage Towers Hungary Vantage Towers Spain Vantage Towers Romania 62 of the shares in Vantage Towers Greece and INWIT to CTHC CTHC acquired all of the shares in Cornerstone held by Vodafone UK

F-41






On January 14 2021 CTHC acquired Vodafone UKrsquos 50 shareholding in Cornerstone by way of a share purchase agreement dated January 6 2021 This will be accounted for going forwards using the pooling of interests method



F-42

Audited Six-Month Condensed Combined Interim Financial Statements of the Group

prepared in accordance with IFRS on interim financial reporting (IAS 34) as of and for

the six months ended September 30 2020

F-43



1


Six months ended 30 September

2020

Note eurom


Revenue 2 2650

Maintenance costs (105)

Staff costs 4 (55)

Other operating expenses (177)

Depreciation on lease-related right of use assets 7 (605)

Depreciation on other property plant and equipment 7 (288)


Interest on lease liabilities 11 (188)

Other finance costs (03)

Other expenses (08)

Profit before tax 1221

Income tax expense 5 (338)


Condensed Combined Statement of Comprehensive Income Six months ended 30

September

2020

Note eurom


Foreign exchange translation differences net of tax (08)


Net actuarial losses on defined benefit pension schemes net of tax (04)

Total items that will not be reclassified to the income statement in subsequent years (04)

Other comprehensive expense for the period net of income tax (12)


F-44



2


30 September 2020

Note eurom

Non-current assets

Goodwill 6 30970

Property plant and equipment 7 21479

Deferred tax assets 5 246


52733

Current assets

Receivables due from related parties 8 3920



4323

Total Assets 57056

Equity

Net investment of parent 34420

Total Equity 34420



Provisions 12 2747

Post employment benefits 04

Deferred tax liabilities 5 03



18500

Current liabilities


Current income tax liabilities 5 196

Provisions 12 105



4136

Total liabilities 22636


The financial statements were approved by the board of Directors and authorised for issue on 31 January 2021 They were signed on its

behalf by

Vivek Badrinath Chief Executive Officer

Thomas Reisten Chief Financial Officer

Christian Sommer General Counsel

F-45



3


Net investment of

parent

eurom

1 April 2020 525

Shareholder contribution by way of transfer of companies into the Group 33024

Profit for the period thinsp 883

Other comprehensive income for the period (12)


30 September 2020 34420

Vantage Towers AG and Vantage Towers SLU (ldquoVantage Towers Spainrdquo) are both included in the opening balance at 31 March01 April

2020 Vantage Towers AG had total assets and equity each of euro25000 at 31 March1 April 2020 Vantage Towers Spain which demerged

on 18 March 2020 had total assets of euro5548m total liabilities of euro5023 and equity of euro525m at 31 March1 April 2020

F-46



4


Six months ended

30 September

2020

Note eurom

Net cash from operating activities 13 1032


Purchases of property plant and equipment (389)

Net cash used in investing activities (389)


Net movements in cash management activities with related parties (269)

Repayment of lease liabilities including interest (343)

Net cash used in financing activities (612)

Net increase in cash and cash equivalents 31

Cash and cash equivalents at beginning of period -

Additions on combination of companies into the Group -

Cash and cash equivalents at end of period 31

F-47




5



Vantage Towers AG (the ldquoCompanyrdquo) (formerly from 16 July 2020 until 26 January 2021 Vantage Towers

GmbH Duumlsseldorf Germany and from 5 December 2019 until 15 July 2020 Vodafone Towers Germany

GmbH Duumlsseldorf Germany) is incorporated and domiciled in Germany (registered with Duumlsseldorf Local

Court under HRB no 85940) The registered address of the Company is Prinzenallee 11-13 40549

DuumlsseldorfGermany The Company is ultimately controlled by Vodafone Group Plc (ldquoVodafonerdquo) a company

incorporated and domiciled in England and Wales with a registered address of Vodafone House The


The condensed combined interim financial statements for the six months ended 30 September 2020


(ldquoIAS 34rdquo) as issued by the International Accounting Standards Board and as adopted by the

European Union



accordance with International Financial Reporting Standards as issued by the International

Accounting Standards Board and as adopted by the European Union (ldquoIFRSrdquo) and



SA (domiciled in Lisbon Portugal) and Vantage Towers sro (domiciled in Prague Czech Republic)

(together the ldquoGrouprdquo) on the basis set out below



separate its European tower infrastructure assets in Germany Spain Portugal the Czech Republic Hungary

Romania Greece Ireland its 50 ownership interest in Cornerstone Telecommunications Infrastructure

Limited (ldquoCornerstonerdquo) and its 332 ownership interest in Infrastrutture Wireless Italiane SpA (ldquoINWITrdquo)

into a new stand-alone tower infrastructure business being the Vantage Towers Group

In order to achieve separation of these tower infrastructure assets the tower infrastructure assets in each

local market were grouped into a business unit within the Vodafone operating company in that market and

then carved out of the operating company into a separate legal entity controlled by Vodafone either by way of

a hive-down a demerger or otherwise Following this separation the various legal entities are in the process

of reorganisation under the Company to form the Group



financial statements for the year end to ensure consistency of reporting in accordance with International

Financial Reporting Standards as adopted by the EU








F-48




6



As the single transaction comprises the combination of the separate European tower businesses this meets

the definition of a business combination However as the transaction is under common control the

accounting does not fall in scope of any existing IFRSs Consequently in accordance with International

Accounting Standards 8 ldquoAccounting Policies Changes in Accounting Estimates and Errorsrdquo (ldquoIAS 8rdquo) the

Directors must employ judgement to develop and apply an appropriate accounting policy


European tower assets that make up the Vantage Towers Group by applying the pooling of interests method

based on historical carrying values as though the current structure had always been in place a method of

accounting for business combinations These historical carrying values are determined by reference to the

book values recorded under the Vodafone Group accounting policies immediately preceding the transaction in

accordance with the pooling of interests approach In applying the pooling of interests method the Directors

have considered the requirements of IFRS 10 which in the absence of specific IFRS guidance is considered to

be analogous and relevant for the purposes of accounting for the combination






September 2020 the Directors are required to apply judgement given that the Group is only part way through


continuity with the basis of preparation for year end financial statements Whilst the basis of preparation

cited above is referenced to principles embodied within consolidated financial statements the Directors have







March 2020 and 1 September 2020 as detailed below

The following entities within the Vantage Towers Group have been included within the condensed combined

interim financial statements from the effective date of their demerger from the respective Vodafone operating

companies




bull Vodafone Towers Portugal SA (ldquoVantage Towers Portugalrdquo) ndash 16 July 2020 and


F-49




7



These condensed combined interim financial statements are the first set of financial statements presented for

Vantage Towers AG For the avoidance of doubt Vodafone Magyarorszaacuteg zrt (ldquoVantage Towers Hungaryrdquo)

Vodafone Towers Romania SRL (ldquoVantage Towers Romaniardquo) Vantage Towers Greece and the Companyrsquos

investments in Cornerstone and INWIT have not been included within these condensed combined interim

financial statements as these businesses (i) had not been demerged from the relevant Vodafone operating

entity or legally incorporated by September 30 2020 or (ii) in the case of the Companyrsquos investments in

Cornerstone and INWIT had not been transferred to Vantage Towers by September 30 2020 See note 16

subsequent events for further information on transactions relating to these entities

Vantage Towers AG and Vantage Towers SLU (ldquoVantage Towers Spainrdquo) are both included in the opening

balance at 31 March01 April 2020 Vantage Towers AG had total assets and equity each of euro25000 at 31

March1 April 2020 Vantage Towers Spain which demerged on 18 March 2020 had total assets of euro5548m

total liabilities of euro5023 and equity of euro525m at 31 March1 April 2020




Vantage Towers business operates a portfolio of tower sites across Europe for which it receives revenue both

from the Vodafone Group under Master Service Agreements (ldquoMSArdquo) and from other unrelated customers






The condensed combined interim financial statements are presented in euro which is also the Grouprsquos and

each entityrsquos functional currency with the exception of Vantage Towers Czechia Republic which has a

functional currency of Czech Koruna




items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing

on the initial transaction dates Non-monetary items measured in terms of historical cost in a foreign currency

are not retranslated





F-50




8




entities with a functional currency other than euro are expressed in euro using exchange rates prevailing at the











Going concern

The Directors are satisfied that at the time of approving the financial statements it is appropriate to adopt the

going concern basis in preparing the financial statements

The Directors have reviewed the financial performance and position of the Company and have assessed the monthly cashflow forecasts through to March 2022 They note the Grouprsquos pound1147 million cash is held in a call deposit account as part of the Vodafone Group Plc cash pooling arrangement Per the terms of the arrangement the Directors have control of this deposit and draw down upon this balance when needed Having considered the overall financial position of the Vodafone Group as set out in its Interim Financial Statements for the 6 months ended 30 September 2020 the Directors are satisfied that the Group has sufficient liquidity for the Company to continue to access the cash balance held in its call deposit account

Despite the potential for sustained macro-economic downturn the Directors are satisfied that due to the low cost base and significant head room in the cash flow forecast the business will continue to have sufficient cash available even in the event of any reasonably possible downturn in trading There has been limited impact on the business as a result of COVID-19 (see note 14 ldquoCapital and financial risk managementrdquo)

On the basis of their assessment the Directors of Vantage Towers Germany AG expect that the Company will

be able to continue in operational existence for the for the period up to and including March 2022 and hence

continue to adopt the going concern basis of accounting in preparing the annual financial statements





current





F-51




9











benefit plan liabilities are assessed using the projected unit funding method and applying the principal

actuarial assumptions at the reporting period date Assets are valued at market value







service cost any past service cost and the effect of any settlements The interest cost less the expected

interest income on assets is also charged to the income statement The amount charged to the income

statement in respect of these plans is included within other operating costs


fall due















F-52




10







The Group is assessing the impact of these new standards and the Grouprsquos financial reporting will be

presented in accordance with these standards from 1 April 2022



2015


IFRS requires the Directors to adopt accounting policies that are the most appropriate to the Grouprsquos

circumstances In determining and applying accounting policies Directors and management are required to

make judgements and estimates in respect of items where the choice of specific policy accounting judgement

estimate or assumption to be followed could materially affect the Grouprsquos reported financial position results

or cash flows and disclosure of contingent assets or liabilities during the reporting period it may later be

determined that a different choice may have been more appropriate

The Grouprsquos critical accounting judgements and key sources of estimation uncertainty are detailed below

Actual outcomes could differ from those estimates The estimates and underlying assumptions are reviewed

on an ongoing basis Revisions to accounting estimates are recognised in the period in which the estimate is

revised if the revision affects only that period they are recognised in the period of the revision and future

periods if the revision affects both current and future periods

Management regularly reviews and revises as necessary the accounting judgements that significantly impact

the amounts recognised in the condensed combined interim financial statements and the estimates that are

considered to be ldquocritical estimatesrdquo due to their potential to give rise to material adjustments in the Grouprsquos

financial statements in the following period As at 30 September 2020 management has identified critical

judgements in respect of presentation of comparatives revenue recognition lease accounting valuation of

goodwill and taxation In addition management has identified critical accounting estimates in relation to the

impairment of goodwill and estimation of asset retirement obligations




that have the most significant effect on the amounts recognised in condensed combined interim financial

statements



concluded that

F-53




11




single transaction



the requirements of IFRS 10 and therefore no comparative information is presented and


statements for the period ended 30 September 2020 should be prepared on the same basis as that


Revenue recognition



disclosed below










customers

Lease accounting

Lease accounting under IFRS 16 lsquoLeasesrsquo necessitates the collation and processing of very large amounts of

data combined with application of management judgements and estimates to produce financial information

The most significant accounting judgements are disclosed below


Management judgement is required in determining whether leases where Vantage is lessor are classified as











bull High level analysis concluded that the present value of lease payments was not lsquosubstantially allrsquo of

the fair value of the tower asset



F-54




12





Lessee - Lease term


















to relate to the Vantage business has been allocated between the Vantage tower businesses and the

remaining Vodafone operating business in proportion to the relative value of the cash generating units for

each market at the demerger date The allocation of goodwill between cash generating units is assessed from

the enterprise value of the relevant Vodafone Group operations

Taxation



following


Significant items on which the Group has exercised judgement include the recognition of deferred tax assets in

respect of losses in Spain The recognition of deferred tax assets particularly in respect of tax losses is based




as are used in the Grouprsquos value in use calculations

Changes in the judgements taken which underpin the Grouprsquos forecasts could have an impact on the amount

of deferred tax asset recognised The Group only considers substantively enacted tax laws when assessing the


F-55




13
















The Group is required to recognise provisions for site restoration costs on its leased assets There is

uncertainty around the cost of asset retirement obligations as cost estimates can vary in response to many

factors including from changes in market rates for goods and services to the relevant legal requirements the






An increase or decrease in the cost estimates by 10 at 30 September 2020 would result in an increase or

decrease in the liability and corresponding asset by euro 294 million and euro 294 million respectively



Accounting policies

Revenue









for further information Where services have a functional dependency (for example services are required to

be provided alongside the lease) this does not in isolation prevent those services from being assessed as

separate obligations

F-56




14





The transaction price is allocated between the identified obligations according to the relative standalone

selling prices of the obligations The standalone selling price of each obligation deliverable in the contract is





payment is probable





sale to the customer As a principal receipts from customers and payments to suppliers are reported on a

gross basis in revenue and operating costs If another party has control of services prior to transfer to a

customer then the Group is acting as an agent for the other party and revenue in respect of the relevant

obligations is recognised net of any related payments to the supplier and recognised revenue represents the

margin earned by the Group Control of the energy is obtained by the Group and recorded on a gross basis

with the exception where the Group delivers energy to operate the antenna and provide mobile reception to

customers in which case control of the energy is not obtained prior to transfer to a customer See ldquoCritical

accounting judgements and key sources of estimation uncertaintyrdquo in note 1 for details

Segmental analysis

The Grouprsquos operating segments are established on the basis of those components of the Group that are evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance The Group has determined the chief operating decision maker to be the board The Group has a single group of similar services and products being the supply of infrastructure leases and related services Revenue is attributed to a country or region based on the location of the tower assets and company reporting the associated revenue


The period for each segmentrsquos results disclosed below is from the date of de-merger of each market as set out in the Note 1 basis of preparation until 30 September 2020

30 September 2020 Total revenue Adjusted EBITDA Ground lease expense1

Recharged capital expenditure

Adjusted EBITDAaL


Germany 1610 1386 (344) - 1042

Spain 794 713 (365) (04) 344

Other European Markets 246 214 (84) - 130

Combined 2650 2313 (793) (04) 1516


liabilities

F-57




15


The Group measures segment profit using adjusted EBITDA defined as operating profit before depreciation on lease-related right of use assets depreciation amortisation and gainslosses on disposal for other property plant and equipment and excluding impairment losses restructuring costs arising from discrete restructuring plans other operating income and expense and significant items that are not considered by management to be reflective of the underlying performance of the Group A reconciliation of adjusted EBITDA to operating profit is shown below For a reconciliation of operating profit to segment profit for the period see the combined income statement on page 1

30 September 2020

eurom

Adjusted EBITDA 2313

Depreciation on lease-related right of use assets (605)

Depreciation on other property plant and equipment (288)



Segmental assets and capital expenditure

30 September 2020


Maintenance capital

expenditure2




Germany 3526 7915 47 335 484

Spain 1073 4413 37 42 302


1310 3280 03 25 107

Combined 5909 15608 87 402 893





The Group generates revenue based on the different services it offers The Group earns the vast majority of its revenue based on long-term contracts with Vodafone and other Mobile Network Operators (ldquoMNOrdquo) on Macro Sites Macro Sites are the physical infrastructure either ground-based or located on the top of a building where communications equipment is placed to create a cell in a mobile network Macro Site revenue represents revenue earned from renting space and providing services to customers on Macro Sites Fees are charged on a per Site basis except in the case of certain Active Sharing Arrangements in Spain and Portugal pursuant to which Vodafone and the contracting MNO have agreed to apply a single portfolio fee to all Sites The Group also earns ancillary revenue providing Micro Sites and from providing energy and upgrade services to its customers Other rental revenue (DASSmall Cell) represents revenue earned from renting space and providing services to tenants on DASSmall Cell Sites Recharged capital expenditure revenue includes direct recharges to tenants of capital expenditure in connection with upgrades to existing Sites Recharged capital expenditure revenue is recognized over the term of the associated Vodafone MSA resulting in deferred income recognition euro04m of recharged capital expenditure revenue was generated during the 6 months ended September 30 2020 however upgrade revenue is expected to increase over time as the Vodafone MSAs have come into force

F-58




16



30 September 2020

eurom

Service revenue 680

Other service revenue 52

Total revenue from contracts with customers 732

Lease revenue 1914

Other lease revenue 04

Total revenue 2650

Split as

Macro site revenue 2570

Other rental revenue 24

Energy and other revenue 52

Recharged capital expenditure 04

2650

Included in total revenue are revenues which arose from sales to the Grouprsquos largest customer the Vodafone

Group (see note 8) No other single customers contributed 10 per cent or more to the Grouprsquos revenue in the 6

month period to 30 September 2020

The total future revenue from the Grouprsquos contracts with customers with performance obligations not

satisfied at 31 March 2020 is euro40811 million of which euro5435 million is expected to be recognised within the

next year with the remainder to be recognised in future years over the term of the customer agreements

3 Operating profit


30 September 2020

eurom

Net foreign exchange losses(gains) -


Depreciation on other property plant and equipment 288

Maintenance costs 105

Energy costs 66

F-59




17

4 Staff costs



eurom

Wages and Salaries 47

Social security costs 06

Other pension costs 01

Share-based payments 01

Total 55

5 Income taxes

Accounting policies

Income tax expense represents the sum of the current and deferred taxes








F-60




18





eurom


Current year 184

Total current tax expense 184

Deferred tax on origination and reversal of temporary differences 154

Total deferred tax expense 154

Total income tax expense 338

A net deferred tax asset of euro403m was acquired by the Group as part of the transfers of the local market

Tower businesses in this period Of the acquired euro403m net deferred tax asset euro449m relates to tax losses

carried forward in Vantage Germany (discussed below) The remaining acquired deferred tax balances which

net to a deferred tax liability of euro46m relates to temporary differences arising on fixed assets leases and

provisions held by the Group


The German Tower business was transferred to the Group on 25 May 2020 However for German tax

purposes this transfer applies retroactively from 30 September 2019 In the period to 25 May 2020 the

business generated tax losses as Vantage only generated third-party income On the date of migration of the

business in May Vantage and Vodafone concluded on their Tower rental agreements leading to an additional

income source A deferred tax asset has therefore been recognised on the losses generated to 25 May 2020

on the basis that Vantage Germany is expected to generate sufficient future taxable income in the years ended

31 March 2021 and 2022 on which the losses can be utilised to offset for tax purposes

The Spanish Towers business has unused tax losses of euro1876 million which are available to offset against the future profits of the business and do not expire The Spanish Towers business remains a member of Vodafones Spanish tax group at the balance sheet date and due to the early stage of the IPO process together with local tax law criteria it is uncertain whether the Spanish Towers business will leave the tax group in the near future Due to this together with the tax groups history of losses and the trading environment the Spanish tax group operates in no deferred tax asset is recognised for these tax losses

6 Goodwill





tower business and is subsequently measured at this value less any accumulated impairment losses Goodwill

is not subject to amortisation but is tested for impairment annually or whenever there is evidence that it may

be required



F-61




19


Goodwill

eurom

Cost

1 April 2020 100

Additions on combination of companies into the Group 30870

30 September 2020 30970

Accumulated impairment losses

1 April 2020 -

Impairment charge -

30 September 2020 -

Net book value

1 April 2020 100

30 September 2020 30970

Impairment losses

Goodwill is not subject to amortisation but is tested for impairment annually or whenever there is an

indication that the asset may be impaired










reflects current market assessments of the time value of money and the risks specific to the asset for which

the estimates of future cash flows have not been adjusted Management prepares formal five year

management plans for the Grouprsquos cash-generating units which are the basis for the value in use calculations



those acquisitions

As at 30 September 2020 the Grouprsquos goodwill is not required to be assessed for impairment through the


impairment test

F-62




20


The carrying value of goodwill at 30 September was as follows

Cash generating unit eurom

Germany 25650

Spain 100

Other European Markets 5220

Combined 30970


from Vodafone


Accounting policies




Land and buildings


Other






F-63




21





eurom eurom eurom

Cost

1 April 2020 - 812 812


222 3881 4103

Additions - 813 813


- 437 437

Disposals - - -


30 September 2020 222 5937 6159


1 April 2020 - - -


Disposals - - -


30 September 2020 - 288 288

Net book value

1 April 2020 - 812 812

30 September 2020 222 5649 5871


F-64




22



eurom

Other property plant and equipment 5871

Lease-related right of use assets1 15608

30 September 2020 21479

1 Additions of euro258 million and a depreciation charge of euro605 million were recorded in respect of right-of-use assets

during the period to 30 September 2020

At 30 September 2020 no indications of impairment were identified in relation to the property plant and equipment


The Group has a number of related parties including Vodafone Group Plc companies outside the Vantage

Towers Group Directors and Supervisory Board members











eurom eurom




Receivables due from related parties

Payables due to related parties

30 September 2020

eurom eurom


Subsidiaries of Vodafone Group Plc 3920 (2748)

F-65




23


Included within the amounts outstanding at the reporting date is a net euro39m receivable in relation to the


amounts

30 September 2020

eurom


Thereof Cash deposits held with related parties 1147


Thereof Short term borrowings from related parties (65)

Thereof Long term borrowings from related parties (1043)

(1108)

Net receivables due from subsidiaries of Vodafone Group Plc in relation to the Grouprsquos cash management activities

39


The Grouprsquos receivables and payables due from as well as to related parties are financial assets and financial liabilities recorded at amortised cost The receivables due from related parities is measured after allowances for future expected credit losses see note 14 ldquoCapital and financial risk managementrdquo for more information on credit risk





eurom

Short-term employee benefits 06

Share based payments 08

14


F-66




24


Accounting policies



eurom



Trade receivables -

Receivables due from related parties -

Accrued Income 15

Prepayments 23

38


Trade receivables 163

Accrued Income 88

Prepayments 13

Tax receivables 28

Other receivables 80

372




Accounting policies


F-67




25

10 Trade and other payables (continued) eurom



Deferred Income 47

47


Trade payables 171

Accruals 756

Deferred income 184

Other taxation and social security 218

Other payables 79

1408


11 Leases

Accounting policies

As a lessee





As a lessor


F-68




26






As a lessee


The Grouprsquos general approach to determining lease term is described on page 11 under critical accounting judgements and key sources of estimation uncertainty in note 1


Operational lease periods

Where practicable the Group seeks to include extension or break options in leases to provide operational flexibility therefore many of the Grouprsquos lease contracts contain optional periods The Grouprsquos policy on assessing and reassessing whether it is reasonably certain that the optional period will be included in the lease term is described on page 11 under critical accounting judgements and key sources of estimation uncertainty in note 1


The Grouprsquos cash outflow for leases in the six months ended 30 September 2020 was euro343 million and absent significant future changes in the volume of the Grouprsquos activities or strategic changes to use more or fewer other property plant and equipment this level of cash outflow from leases would be expected to continue for future periods subject to contractual price increases The future cash flows included within lease liabilities are shown in the maturity analysis below The maturity analysis only includes the reasonably certain payments to be made cash outflows in these future periods will likely exceed these amounts as payments will be made on optional periods not considered reasonably certain at present and on new leases entered into in future periods

Amounts recognised in the primary financial statements in relation to lessee transactions are

Right-of-use assets


F-69




27


Lease liabilities


30 September 2020

eurom

Within one year 1633

In more than one year but less than two years 1910

In more than two years but less than five years 5586

In more than five years 9001

Effect of discounting (2752)

Lease liability 15378

Analysed as

Non-current 14656

Current 722



eurom


Interest expense on lease liabilities 188

Expense relating to variable lease payments not included in the measurement of the lease liability -

Income from sub-leasing right of use assets 1914


As a lessor

The Grouprsquos lessor activities are with telecommunication companies leasing out space on the Grouprsquos other infrastructure property plant and equipment



F-70




28



Within one year









12 Provisions


timing or amount that will be paid and is therefore often estimated The main provisions held by the Group

are in relation to asset retirement obligations which include the cost of returning network infrastructure sites

to their original condition at the end of the lease

Accounting policies













Other provisions



F-71




29



eurom eurom eurom

1 April 2020 246 02 248


Additions 324 - 324





30 September 2020 2797 55 2852



2797 55 2852

13 Reconciliation of net cash flow from operating activities Six months

ended 30 September

2020

eurom


Income tax expense 338

Interest on lease liabilities 188

Other finance costs 03

Other expenses 08


Adjustments for

Share based payments and other non-cash charges 01

Depreciation of other property plant and equipment 288

Depreciation of lease-related right of use assets 605

Increase in trade receivables from related parties (2097)

Increase in trade payables to related parties 1010

Increase in trade and other receivables (89)

Decrease in trade and other payables (106)

Cash generated by operations 1032

Net tax paid -

Net cash flow from operating activities 1032

F-72




30



Accounting policies





Capital management




Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial asset leading to a financial loss for the Group The Group is exposed to credit risk from its operating activities and from its financing activities the Group considers its maximum exposure to credit risk at 31 March to be cash and cash equivalents and trade receivables and receivables due from related parties as disclosed in the statement of financial position and note 9 ldquoTrade and other receivablesrdquo


The Group has financial assets classified and measured at amortised cost that are subject to the expected credit loss model requirements of IFRS 9 Cash at bank and in hand and trade and other receivables are classified and measured at amortised cost and subject to these impairment requirements However the identified expected credit loss is considered to be immaterial at 30 September 2020


F-73




31


Credit risk (continued)




Liquidity risk


Market risk





Acquisition risks


COVID-19



F-74




32


COVID-19 (continued)



Contingent liabilities are potential future cash outflows where the likelihood of payment is considered more than remote but is not considered probable or cannot be measured reliably The Group does not have any contingent liabilities required to be disclosed



On November 6 2020 Vodafone AG (ldquoVodafone Germanyrdquo) contributed an amount of euro250000000 into the free capital reserve of the Company pursuant to sec 272 para 2 no 4 of HGB (the ldquoFirst Capital Contributionrdquo)

On November 17 2020 the shareholdersrsquo meeting of the Company resolved to further increase the share capital from euro275000000 by euro189504358 to euro464504358 by issuing 189504358 new shares in the Company (the ldquoSecond Capital Increaserdquo) The Second Capital Increase was carried out by the payment of euro189504358 in cash by Vodafone Germany to the Company (the ldquoSecond Capital Increase Paymentrdquo) As consideration Vodafone Germany received 189504358 new shares in the Company In connection with the Second Capital Increase Vodafone Germany made a ldquofurther additional paymentrdquo to the Companyrsquos capital reserves pursuant to section 272 para 2 no 4 HGB (so-called share premium (schuldrechtliches Agio)) in the amount of euro5379811642

On November 17 2020 the Company entered into a euro3 billion loan facility agreement with Vodafone Investments Luxembourg SARL (ldquoVodafone Investmentsrdquo) and on 17 November 2020 the Company drew a loan of euro2290000000 thereunder (the ldquoVodafone Investments Loanrdquo)

On January 7 2021 the shareholdersrsquo meeting of the Company resolved to further increase the share capital from euro464504358 by euro41277907 to euro505782265 by issuing 41277907 new shares in the Company (the ldquoThird Capital Increaserdquo) The Third Capital Increase was carried out by the payment of euro41277907 in cash by Vodafone Germany to the Company (the ldquoThird Capital Increase Paymentrdquo) As consideration Vodafone Germany received 41277907 new shares in the Company The consummation of the Third Capital Increase was registered with the commercial register (Handelsregister) of the Company at the local court (Amtsgericht) of Duumlsseldorf Germany on January 14 2021 In connection with the Third Capital Increase Vodafone Germany made a ldquofurther additional paymentrdquo to the Company lsquos capital reserves pursuant to section 272 para 2 no 4 HGB (so-called share premium (schuldrechtliches Agio)) in the amount of euro1171832493 (the ldquoThird Capital Contributionrdquo)

On December 7 2020 Vodafone Germany and the Company concluded an upstream spin-off and transfer agreement (Abspaltungs- und Uumlbernahmevertrag) pursuant to which 545 Sites were transferred from the Company to Vodafone Germany by way of a spin-off by absorption (Abspaltung zur Aufnahme) within the meaning of sec 123 (2) ndeg1 of the German Transformation Act (Umwandlungsgesetz) whereby the shareholders of Vodafone Germany waived their right to receive shares in the Company The upstream spin-off became legally effective upon its registration in the commercial register (Handelsregsiter) of the Company on December 18 2020

F-75




33


Reorganisation

Effective on January 14 2021 Vodafone Group Plc completed the process by which Vantage Towers was established Prior to that date Vodafone Europe BV (ldquoVEBVrdquo) an indirect 100 subsidiary of Vodafone Group Plc held all of the share capital of Central Tower Holding Company BV (ldquoCTHCrdquo) Vantage Towers Ireland Vantage Towers Portugal Vantage Towers Czechia Republic Vantage Towers Hungary and Vantage Towers Spain VEBV also held 9999 of all shares in Vantage Towers Romania 332 of all shares in INWIT and 62 of all shares in Vantage Towers Greece Vodafone Ltd (ldquoVodafone UKrdquo) held 50 of all shares in Cornerstone VEBV contributed all of the shares in Vantage Towers Ireland Vantage Towers Portugal Vantage Towers Czechia Republic Vantage Towers Hungary Vantage Towers Spain Vantage Towers Romania 62 of the shares in Vantage Towers Greece and INWIT to CTHC CTHC acquired all of the shares in Cornerstone held by Vodafone UK

Demerger of the Hungary and Romania towers businesses

On October 31 2020 Vodafone Magyarorszaacuteg zrt (ldquoVodafone Hungaryrdquo) transferred its entire tower business (excluding four Sites that could not be transferred due to subletting restrictions and in respect of which Vantage Towers Hungary will provide Vodafone Hungary with passive infrastructure maintenance services) at net book value to Vantage Towers Zrt (formerly known as Vodafone Vantage Towers Hungary) by way of a demerger in the form of a division by separation

The legal separation of the tower business in Romania has been structured in two phases due to land registration considerations The tower business in relation to all sites in Romania other than the 1260 Sites qualifying as immovable assets under Romanian law that the Company believes must be registered with the local land registry before they are capable of being legally transferred to a third party was transferred to Vantage Towers Romania by way of a demerger in the form of a spin-off of a part of the assets and liabilities of Vodafone Romania with legal effect from November 13 2020

Acquisition of CTHC by the Company

On December 17 2020 the Company acquired 100 of the ordinary shares in CTHC from VEBV for cash consideration of euro7791567000 with effect as of December 17 2020 CTHC was previously an indirect wholly owned subsidiary of Vodafone which other than the Company owns each of the other entities that makes up the Vantage Towers Group

Acquisition Vantage Towers Greece by CTHC

On December 21 2020 VEBV and Crystal Almond Sarl contributed the shares held in Vodafone Greek TowerCo and Wind Hellas Greek TowerCo respectively to Vantage Towers Greece Vantage Towers Greece was incorporated simultaneously with the contribution Following the contribution VEBV was issued 62 and Crystal Almond was issued 38 of the shares in Vantage Towers Greece

On December 22 2020 VEBV transferred its shares in Vantage Towers Greece to CTHC and VEBV CTHC Vantage Towers Greece and Crystal Almond entered into a deed of novation pursuant to which VEBV assigned to CTHC a call option (the ldquoVantage Towers Greece Call Optionrdquo) to acquire the remaining 38 of Vantage Towers Greece from Crystal Almond for EUR 287500000 in cash expiring on December 31 2021 (with the price increasing by 5 if the Vantage Towers Greek Call Option has not completed by July 1 2021)


On January 14 2021 CTHC acquired Vodafone UKrsquos 50 shareholding in Cornerstone by way of a share purchase agreement dated January 6 2021

F-76




34




F-77

This is a convenience translation of the German original Solely the original text in German

language is authoritative

INDEPENDENT AUDITORrsquoS REPORT

To Vantage Towers AG Duumlsseldorf (formerly Vantage Towers GmbH Duumlsseldorf)

Opinion

We have audited the condensed combined interim financial statements of the Vantage Towers

business (entirety of entities and business activities included in the condensed combined interim

financial statements together ldquoVantage Towersrdquo) which comprise the condensed combined

income statement condensed combined statement of comprehensive income condensed

combined statement of financial position condensed combined statement of changes in equity

condensed combined statement of cash flows and the notes to the condensed combined interim

financial statements including a summary of significant accounting policies as of and for the six

months ended 30 September 2020


condensed combined interim financial statements comply in all material respects with the

International Financial Reporting Standards (IFRS) on interim financial reporting as adopted by

the European Union (EU) and in compliance with these requirements give a true and fair view

of the assets and liabilities and financial position of Vantage Towers as of 30 September 2020

and its financial performance for the six months period from 1 April 2020 to 30 September 2020

Pursuant to Sec 322 (3) Sentence 1 HGB (ldquoHandelsgesetzbuchrdquo German Commercial Code) we

declare that our audit has not led to any reservations relating to the legal compliance of the

condensed combined interim financial statements

F-78


We conducted our audit of the condensed combined interim financial statements in accordance

with Sec 317 HGB and in compliance with German Generally Accepted Standards for Financial

Statement Audits promulgated by the Institut der Wirtschaftspruumlfer (Institute of Public Auditors

in Germany) (IDW) Our responsibilities under those requirements and principles are further

described in the ldquoAuditorrsquos responsibilities for the audit of the condensed combined interim

financial statementsrdquo section of our auditorrsquos report We are independent of the entirety of

entities and business activities included in the condensed combined interim financial statements

in accordance with the requirements of German commercial and professional law and we have

fulfilled our other German professional responsibilities in accordance with these requirements

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion on the condensed combined interim financial statements

Responsibilities of management and the Supervisory Board for the condensed combined interim financial statements

Management of Vantage Towers AG is responsible for the preparation of the condensed

combined interim financial statements that comply in all material respects with the IFRS on

interim financial reporting as adopted by the EU and that the condensed combined interim

financial statements in compliance with these requirements give a true and fair view of the

assets and liabilities financial position and financial performance of Vantage Towers In

addition management of Vantage Towers AG is responsible for such internal control as

management has determined necessary to enable the preparation of condensed combined

interim financial statements that are free from material misstatement whether due to fraud or

error

In preparing the condensed combined interim financial statements management of Vantage

Towers AG is responsible for assessing Vantage Towersrsquo ability to continue as a going concern

It also has the responsibility for disclosing as applicable matters related to going concern In

addition management is responsible for financial reporting based on the going concern basis of

accounting unless there is an intention to liquidate Vantage Towers to cease operations or there

is no realistic alternative but to do so

The Supervisory Board of Vantage Towers AG is responsible for overseeing Vantage Towersrsquo

financial reporting process for the preparation of the condensed combined interim financial

statements

F-79

Auditorrsquos responsibilities for the audit of the condensed combined interim financial statements

Our objectives are to obtain reasonable assurance about whether the condensed combined

interim financial statements as a whole are free from material misstatement whether due to

fraud or error and to issue an auditorrsquos report that includes our opinion on the condensed

combined interim financial statements

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted

in accordance with Sec 317 HGB and in compliance with German Generally Accepted Standards

for Financial Statement Audits promulgated by the IDW will always detect a material

misstatement Misstatements can arise from fraud or error and are considered material if

individually or in aggregate they could reasonably be expected to influence the economic

decisions of users taken on the basis of these condensed combined interim financial statements

We exercise professional judgment and maintain professional skepticism throughout the audit

We also

bull Identify and assess the risks of material misstatement of the condensed combined interim

financial statements whether due to fraud or error design and perform audit procedures

responsive to those risks and obtain audit evidence that is sufficient and appropriate to

provide a basis for our audit opinion The risk of not detecting a material misstatement

resulting from fraud is higher than for one resulting from error as fraud may involve

collusion forgery intentional omissions misrepresentations or the override of internal

control

bull Obtain an understanding of internal control relevant to the audit of the condensed

combined interim financial statements in order to design audit procedures that are

appropriate in the circumstances but not for the purpose of expressing an audit opinion

on the effectiveness of these systems

bull Evaluate the appropriateness of accounting policies used by management and the

reasonableness of estimates made by management and related disclosures

bull Conclude on the appropriateness of managementrsquos use of the going concern basis of

accounting and based on the audit evidence obtained whether a material uncertainty

exists related to events or conditions that may cast significant doubt on Vantage Towersrsquo

ability to continue as a going concern If we conclude that a material uncertainty exists

we are required to draw attention in the auditorrsquos report to the related disclosures in the

condensed combined interim financial statements or if such disclosures are inadequate

to modify our audit opinion Our conclusions are based on the audit evidence obtained

up to the date of our auditorrsquos report However future events or conditions may cause

F-80

Vantage Towers to cease to be able to continue as a going concern

bull Evaluate the overall presentation structure and content of the condensed combined

interim financial statements including the disclosures and whether the condensed

combined interim financial statements present the underlying transactions and events in

a manner that the condensed combined interim financial statements give a true and fair

view of the assets and liabilities financial position and financial performance of Vantage

Towers in compliance with the IFRS on interim financial reporting as adopted by the EU

bull Obtain sufficient appropriate audit evidence regarding the financial information of the

entities or business activities within Vantage Towers to express an audit opinion on the

condensed combined interim financial statements We are responsible for the direction

supervision and performance of the audit We remain solely responsible for our audit

opinion




F-81

German Public Auditor responsible for the engagement

The German Public Auditor responsible for the engagement is Holger Forst

Cologne 31 January 2021 Ernst amp Young GmbH Wirtschaftspruumlfungsgesellschaft Forst Vogelsang Wirtschaftspruumlfer Wirtschaftspruumlferin [German Public Auditor] [German Public Auditor]

F-82

Audited Unconsolidated German GAAP Financial Statements of the Company prepared

in accordance with German Commercial Code (HGB) as of and for the short financial

year ended March 31 2020

F-83



Report on

the abbreviated financial year

from 1 January 2020 to 31 March 2020

- Financial statements

Vodafone Towers Germany GmbH (since 16072020 Vantage Towers GmbH)

Duumlsseldorf

F-84



01 01 2020 - 31 03 2020 28 02 2019 - 31 12 2019

1 Revenue 000 000

2 Other income 000 000

3 Cost of materials 000 000

4 Personnel expenses 000 000

5 Amortization depreciation and impairment losses 000 000

6 Other expenses 000 000

7 Taxes 000 000

8 000 000Profit for the financial year

Income statement

(in Euro)


(since 16 07 2020 Vantage Towers GmbH)

F-85



ASSETS

31 03 2020 31 12 2019

2500000 2500000

2500000 2500000


(in Euro)

Current assets

Vodafone Towers Germany GmbH(since 16 07 2020 Vantage Towers GmbH)


31 03 2020 31 12 2019

2500000 2500000

2500000 2500000

Equity

F-86




General information These financial statements as of 31 March 2020 were prepared in accordance with Sec 242 et seq and Sec 264 et seq HGB [ldquoHandelsgesetzbuchrdquo German Commercial Code] on the basis of the accounting regulations of the HGB and the relevant provisions of the GmbHG [ldquoGesetz betreffend die Gesellschaften mit beschraumlnkter Haftungrdquo German Limited Liability Companies Act] As of the reporting date Vantage Towers GmbH Duumlsseldorf (the ldquoCompanyrdquo) meets the size criteria for a micro-corporation pursuant to Sec 267a HGB as it did on the reporting date of the previous abbreviated financial year The Company is registered with Duumlsseldorf Local Court under HRB no 85940 The notes to the financial statements were prepared for the first time using the exemptions for small corporations in accordance with Sec 288 (1) HGB The exemption provisions for micro-corporations for preparing the balance sheet in accordance with Sec 266 (1) Sentence 4 HGB and for presenting the income statement in accordance with Sec 275 (5) HGB apply to the financial statements as in the previous year In order to achieve consistency with the financial year of the Vodafone Group the financial year was changed to the reporting date of 31 March with effect from 1 January 2020 Accordingly the Companyrsquos financial statements cover the abbreviated financial year from 1 January 2020 to 31 March 2020 The previous financial year was also an abbreviated financial year and covered the period from 28 February 2019 to 31 December 2019 Assets and liabilities are valued on a going concern basis (going concern principle in accordance with Sec 252 (1) No 2 HGB) Vantage Towers GmbH operated under the name ldquoVodafone Towers Germany GmbHrdquo from 5 December 2019 to 15 July 2020 Prior to this the Company was known as ldquoBlitz D19-410 GmbHrdquo and was a shelf company until the time of the spin-off on 25 May 2020

Accounting policies Current assets Cash and cash equivalents are stated at nominal value Equity Subscribed capital is stated at nominal value

F-87



Other notes Employees As in the previous year no employees were employed in the abbreviated financial year 2020 Information on the parent company The entity which prepares the consolidated financial statements for the smallest and largest group of companies in which the Companyrsquos annual financial statements are included is Vodafone Group Plc NewburyUnited Kingdom Duumlsseldorf 25 September 2020 Vantage Towers GmbH The Management Board Vivek Badrinath Thomas Reisten Christian Sommer

F-88




Opinion

We have audited the annual financial statements of Vodafone Towers Germany GmbH (since

16 July 2020 Vantage Towers GmbH) Duumlsseldorf which comprise the balance sheet as at

31 March 2020 and the income statement for the abbreviated financial year from 1 January

2020 to 31 March 2020 and notes to the financial statements including the accounting

policies presented therein

In our opinion on the basis of the knowledge obtained in the audit the accompanying annual

financial statements comply in all material respects with the requirements of German

commercial law applicable to business corporations and give a true and fair view of the assets

liabilities and financial position of the Company as at 31 March 2020 and of its financial

performance for the abbreviated financial year from 1 January 2020 to 31 March 2020 in

compliance with German legally required accounting principles





We conducted our audit of the annual financial statements in accordance with Sec 317 HGB

and in compliance with German Generally Accepted Standards for Financial Statement Audits

promulgated by the Institut der Wirtschaftspruumlfer [Institute of Public Auditors in Germany]

(IDW) Our responsibilities under those requirements and principles are further described in

the ldquoAuditorrsquos responsibilities for the audit of the annual financial statementsrdquo section of our

auditorrsquos report We are independent of the Company in accordance with the requirements

of German commercial and professional law and we have fulfilled our other German

professional responsibilities in accordance with these requirements We believe that the audit

evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on


Responsibilities of the executive directors for the annual financial statements

The executive directors are responsible for the preparation of the annual financial statements

that comply in all material respects with the requirements of German commercial law

applicable to business corporations and that the annual financial statements give a true and

fair view of the assets liabilities financial position and financial performance of the Company

in compliance with German legally required accounting principles In addition the executive

directors are responsible for such internal control as they in accordance with German legally

F-89


required accounting principles have determined necessary to enable the preparation of

annual financial statements that are free from material misstatement whether due to fraud

or error

In preparing the annual financial statements the executive directors are responsible for

assessing the Companyrsquos ability to continue as a going concern They also have the

responsibility for disclosing as applicable matters related to going concern In addition they

are responsible for financial reporting based on the going concern basis of accounting

provided no actual or legal circumstances conflict therewith

Auditorrsquos responsibilities for the audit of the annual financial statements

Our objectives are to obtain reasonable assurance about whether the annual financial

statements as a whole are free from material misstatement whether due to fraud or error

and to issue an auditorrsquos report that includes our opinion on the annual financial statements







these annual financial statements


audit We also

bull Identify and assess the risks of material misstatement of the annual financial statements whether

due to fraud or error design and perform audit procedures responsive to those risks and obtain

audit evidence that is sufficient and appropriate to provide a basis for our opinion The risk of not

detecting a material misstatement resulting from fraud is higher than for one resulting from error

as fraud may involve collusion forgery intentional omissions misrepresentations or the override

of internal control

bull Obtain an understanding of internal control relevant to the audit of the annual financial statements

in order to design audit procedures that are appropriate in the circumstances but not for the

purpose of expressing an opinion on the effectiveness of these systems of the Company






F-90



attention in the auditorrsquos report to the related disclosures in the annual financial statements or if

such disclosures are inadequate to modify our opinion Our conclusions are based on the audit

evidence obtained up to the date of our auditorrsquos report However future events or conditions may

cause the Company to cease to be able to continue as a going concern

bull Evaluate the overall presentation structure and content of the annual financial statements

including the disclosures and whether the annual financial statements present the underlying

transactions and events in a manner that the annual financial statements give a true and fair view

of the assets liabilities financial position and financial performance of the Company in compliance

with German legally required accounting principles






F-91

Audited Unconsolidated Financial Statements of the Company prepared in accordance

with IFRS as of and for the twelve months ended March 31 2020

F-92




for the period from

1 April 2019 to 31 March 2020

Vodafone Towers Germany GmbH (formerly till 04122019 Blitz D19-410 GmbH since 16072020 Vantage Towers GmbH)

Duumlsseldorf

F-93



01 04 2019 - 31 03 2020 28 02 2019 - 31 03 2019

Revenue 000 000

Operating expenses 000 000

Financial results 000 000

Income tax 000 000

000 000

01 04 2019 - 31 03 2020 28 02 2019 - 31 03 2019

000 000

Items that my be reclassified subsequently to 000 000

profit or loss

Items that will not be reclassified subsequently to 000 000

profit or loss

Other comprehensive income for the year net of income tax 000 000




Income statement

(in Euro)



(in Euro)

F-94



ASSETS

(Notes) 31 03 2020 31 03 2019

Current assets

(1) 2500000 1250000

2500000 1250000


(in Euro)




(Notes) 31 03 2020 31 03 2019

Equity (2)

2500000 2500000

000 -1250000

Total equity 2500000 1250000

2500000 1250000

Subscribed capital


F-95



Subscribed

Capital Total






Balance at 31 March 2019 12500 12500

Loss for the year 0 0




Balance at 31 March 2020 25000 25000



for the period from 1 April 2019 to 31 March 2020

(in Euro)

F-96



01 04 2019 -

31 03 2020

28 02 2019 -

31 03 2019

Cash flow from operating activities 0 0

Cash flow from investing activities 0 0

Cash flow from financing activities


Cash flow from financing activities 12500 0

Change in cash and cash equivalents 12500 0

Cash and cash equivalents at beginning of the financial year 12500 12500

Cash and cash equivalents at end of the financial year 25000 12500


Statement of cash flows for the period from 1 April 2019 to 31 March 2020(in Euro)

F-97




General information Vantage Towers GmbH (herinafter also referred to as Company) has its registered office at Prinzenallee 11-13 40549 DuumlsseldorfGermany since 14 July 2020 and is registered with Duumlsseldorf Local Court under HRB no 85940 The Company was founded on 28 February 2019 as Blitz D19-410 GmbH The business address of Blitz D19-410 GmbH was from 28 February 2019 to 4 December 2019 co Blitzstart Holding AG Theresienhoumlhe 30 80339 MunichGermany At the shareholders meeting on 2 December 2019 it was resolved to change the Companys name to Vodafone Towers Germany GmbH and to change the registered office to Ferdinand-Braun-Platz 1 40549 DuumlsseldorfGermany The amendments to the Articles of Association became effective upon entry in the Commercial Register on 5 December 2019 Upon entry in the commercial register on 16 July 2020 the Company was renamed Vantage Towers GmbH Vantage Towers GmbH operates and markets the vertical passive network infrastructure for mobile communications The purpose of the Company is the planning construction maintenance operation and financing of the passive tower infrastructure (masts towers service entry masts etc) owned by Vodafone GmbH DuumlsseldorfGermany until the spin-off on 25 May 2020 which can be used to install active radio communication and transmission technology (e g antennas) Before the time of the spin-off the Company was inactive and operated as a shelf company Its business purpose was the management of its own assets Vantage Towers GmbH is a 100 subsidiary of Vodafone GmbH DuumlsseldorfGermany The ultimate parent company of the group is Vodafone Group Plc NewburyUnited Kingdom

Basis of preparation The financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) The financial statements correspond to the period from 1 April 2019 to 31 March 2020 The financial statements have been prepared on the basis of historical acquisition and production costs The income statement was prepared using the nature of expenses method in accordance with IFRS The financial statemens are prepared in Euros

F-98



Accounting standards recently issued by the IASB Accounting standards issued by the IASB and newly applied by the Company The Company applied the following new standards and interpretations or amendments for the first time with effect from the reporting period beginning on 1 April 2019 There are no effects on the financial statements for the period from 1 April 2019 to 31 March 2020 of Vantage Towers GmbH

New standards and interpretations not yet applied Various new accounting standards and interpretations have been issued but are not mandatory for the period ending 31 March 2020 and have not been early adopted by the Company The new regulations have no effect on the current financial statements of Vantage Towers GmbH

Accounting policies and notes to the financial statements (1) Cash and cash equivalents Cash and cash equivalents consist of bank balances available on call Bank balances are stated at cost which equals nominal value The cash and cash equivalents reported in the cash flow statement at the end of the reporting period can be reconciled to the corresponding items in the balance sheet as shown below

(2) Equity The subscribed capital is stated at nominal value It amounts to Euro 2500000 in the reporting period and is fully paid in

Standard Interpretation

Issued by

IASB

Adoption in

the EU

EU first-time

application

IFRS 16 Leases 13012016 31102017 01012019

Changes to IFRS 9 Prepayment features with negative compensation 12102017 22032018 01012019

Changes to IFRS 3 IFRS 11 IAS

12 and IAS 23Annual improvements cycle 2015-2017 12122017 14032019 01012019

Changes to IAS 28 Investments in associates and joint ventures 12102017 08022019 01012019

Changes to IAS 19 Plan Amendment curtailment or settlement 07022018 13032019 01012019

IFRIC 23 Uncertainty over income tax treatments 07062017 23102018 01012019

31 03 2020 31 03 2019

(in Euro) (in Euro)


2500000 1250000Cash and cash equivalents

F-99





F-100




Opinion

We have audited the financial statements of Vodafone Towers Germany GmbH (since 16 July

2020 Vantage Towers GmbH) Duumlsseldorf for the period from 1 April 2019 to 31 March 2020

which comprise the income statement and the statement of comprehensive income for the

period from 1 April 2019 to 31 March 2020 and the statement of financial position as at

31 March 2020 statement of changes in equity for the period from 1 April 2019 to 31 March

2020 and statement of cash flows for the period from 1 April 2019 to 31 March 2020 and

notes to the financial statements including a summary of significant accounting policies


financial statements for the period from 1 April 2019 to 31 March 2020 comply in all material

respects with the IFRSs as adopted by the EU and in compliance with these requirements

give a true and fair view of the assets liabilities and financial position of the Company as at

31 March 2020 and of its financial performance for the period from 1 April 2019 to 31 March

2020



the financial statements for the period from 1 April 2019 to 31 March 2020


We conducted our audit of the financial statements for the period from 1 April 2019 to





the audit of the financial statements for the period from 1 April 2019 to 31 March 2020rdquo





opinion on the financial statements for the period from 1 April 2019 to 31 March 2020

Responsibilities of the executive directors for the financial statements for the period from 1 April 2019 to 31 March 2020


period from 1 April 2019 to 31 March 2020 that comply in all material respects with IFRSs as

F-101


adopted by the EU and that the financial statements for the period from 1 April 2019 to

31 March 2020 in compliance with these requirements give a true and fair view of the assets

liabilities financial position and financial performance of the Company In addition the

executive directors are responsible for such internal control as they have determined

necessary to enable the preparation of financial statements for the period from 1 April 2019

to 31 March 2020 that are free from material misstatement whether due to fraud or error

In preparing the financial statements for the period from 1 April 2019 to 31 March 2020 the

executive directors are responsible for assessing the Companyrsquos ability to continue as a going

concern They also have the responsibility for disclosing as applicable matters related to

going concern In addition they are responsible for financial reporting based on the going



Auditorrsquos responsibilities for the audit of the financial statements for the period from 1 April 2019 to 31 March 2020


the period from 1 April 2019 to 31 March 2020 as a whole are free from material


our opinion on the financial statements for the period from 1 April 2019 to 31 March 2020







these financial statements for the period from 1 April 2019 to 31 March 2020


audit We also


from 1 April 2019 to 31 March 2020 whether due to fraud or error design and perform audit






period from 1 April 2019 to 31 March 2020 in order to design audit procedures that are appropriate

in the circumstances but not for the purpose of expressing an opinion on the effectiveness of these

systems of the Company

F-102









from 1 April 2019 to 31 March 2020 or if such disclosures are inadequate to modify our opinion

Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos report

However future events or conditions may cause the Company to cease to be able to continue as a

going concern


from 1 April 2019 to 31 March 2020 including the disclosures and whether the financial

statements for the period from 1 April 2019 to 31 March 2020 present the underlying transactions

and events in a manner that the financial statements for the period from 1 April 2019 to 31 March

2020 give a true and fair view of the assets liabilities financial position and financial performance

of the Company in compliance with IFRSs as adopted by the EU






F-103

Audited Unconsolidated Financial Statements of the Company prepared in accordance with IFRS as of March 31 2019 and for the period from February 28 2019 to March 31 2019

F-104

Blitz D19-410 GmbH



for the period from


Blitz D19-410 GmbH (from 05122019 till 15072020 Vodafone Towers Germany GmbH since 16072020 Vantage Towers GmbH)

Duumlsseldorf

F-105

Blitz D19-410 GmbH


28 02 2019 - 31 03 2019

Revenue 000

Operating expenses 000

Financial results 000

Income tax 000

000

28 02 2019 - 31 03 2019

Profit for the year 000

Items that my be reclassified subsequently to 000

profit or loss

Items that will not be reclassified subsequently to 000

profit or loss

Other comprehensive income for the year net of income tax 000

Total comprehensive income for the year 000


Income statement

(in Euro)

Profit for the year


(in Euro)

F-106

Blitz D19-410 GmbH


ASSETS

(Notes) 31 03 2019 28 02 2019

Current assets

(1) 1250000 1250000

1250000 1250000


(in Euro)


Blitz D19-410 GmbH (from 05 12 2019 till 15 07 2020 Vodafone Towers Germany GmbH since 16 07 2020 Vantage Towers GmbH)


(Notes) 31 03 2019 28 02 2019

Equity (2)

2500000 2500000

-1250000 -1250000

Total equity 1250000 1250000

1250000 1250000

Subscribed capital


F-107

Blitz D19-410 GmbH


Subscribed

Capital Total






Balance at 31 March 2019 12500 12500

(in Euro)



for the period from 28 February 2019 to 31 March 2019

Cash flow from operating activities 0

Cash flow from investing activities 0

Cash flow from financing activities 0

Change in cash and cash equivalents 0

Cash and cash equivalents at beginning of the financial year 12500

Cash and cash equivalents at end of the financial year 12500

28 02 2019 -

31 03 2019


Statement of cash flows

for the period from 28 February 2019 to 31 March 2019(in Euro)

F-108

Blitz D19-410 GmbH



General information Vantage Towers GmbH (herinafter also referred to as Company) has its registered office at Prinzenallee 11-13 40549 DuumlsseldorfGermany since 14 July 2020 and is registered with Duumlsseldorf Local Court under HRB no 85940 The Company was founded on 28 February 2019 as Blitz D19-410 GmbH The registered office of Blitz D19-410 GmbH was from 28 February 2019 to 4 December 2019 co Blitzstart Holding AG Theresienhoumlhe 30 80339 MunichGermany At the shareholders meeting on 2 December 2019 it was resolved to change the Companys name to Vodafone Towers Germany GmbH and to change the registered office to Ferdinand-Braun-Platz 1 40549 DuumlsseldorfGermany The amendments to the Articles of Association became effective upon entry in the Commercial Register on 5 December 2019 Upon entry in the commercial register on 16 July 2020 the Company was renamed Vantage Towers GmbH Vantage Towers GmbH operates and markets the vertical passive network infrastructure for mobile communications The purpose of the Company is the planning construction maintenance operation and financing of the passive tower infrastructure (masts towers service entry masts etc) owned by Vodafone GmbH DuumlsseldorfGermany until the spin-off on 25 May 2020 which can be used to install active radio communication and transmission technology (e g antennas) Before the spin-off the Company was inactive and operated as a shelf company Its business purpose was the management of its own assets Vantage Towers GmbH is a 100 subsidiary of Vodafone GmbH DuumlsseldorfGermany The ultimate parent company of the group is Vodafone Group Plc NewburyUnited Kingdom The reason for the financial statements for the period from 28 February 2019 to 31 March 2019 and for the use of a shorter reporting period is the conversion of the financial year to the period from 1 April 2020 of a year to 31 March 2021 of the following year in order to achieve consistency with the financial year of the Vodafone Group Therefore the Company set up another set of IFRS financial statements for the period from 1 April 2019 to 31 March 2020 whereas for statutory purposes the fiscal year-end was changed from 31 December to 31 March leading to a short fiscal year from 1 January 2020 to 31 March 2020 Effective 1 April 2020 the annual financial statements according to IFRS and to HGB will cover the same period In addition a shorter reporting period is used in order to provide investors with more comparable information and the full view for a complete reporting period in the context of the planned IPO Furthermore in order to avoid the transition from local GAAP to IFRS the financial statements for the period from 28 February 2019 to 31 March 2019 have been prepared in accordance with IFRS Due to its foundation on 28 February 2019 the Company has not prepared annual financial statements until the reporting date 31 March 2019 and therefore no comparative figures are available

F-109

Blitz D19-410 GmbH


Basis of preparation The financial statements are prepared in accordance with the International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) The financial statements correspond to the period from 28 February 2019 to 31 March 2019 The financial statements have been prepared on the basis of historical acquisition and production costs The income statement was prepared using the nature of expenses method in accordance with IFRS The financial statemens are prepared in Euros

Accounting standards recently issued by the IASB New standards and interpretations not yet applied Various new accounting standards and interpretations have been issued but are not mandatory for the period ending 31 March 2019 and have not been early adopted by the Company The new regulations have no effect on the current financial statements of Vantage Towers GmbH

Accounting policies and notes to the financial statements (1) Cash and cash equivalents Cash and cash equivalents consist of bank balances available on call Bank balances are stated at cost which equals nominal value The cash and cash equivalents reported in the cash flow statement at the end of the reporting period can be reconciled to the corresponding balance sheet items as shown below

31 03 2019

(in Euro)


1250000Cash and cash equivalents

F-110

Blitz D19-410 GmbH


(2) Equity The subscribed capital is stated at nominal value It amounts to Euro 2500000 in the reporting period and half of it was paid up on the opening balance sheet date



F-111



To Blitz D19-410 GmbH (in the interim Vodafone Towers Germany since 16 July 2020

Vantage Towers GmbH)

Opinion

We have audited the financial statements of Blitz D19-410 GmbH (in the interim Vodafone

Towers Germany GmbH since 16 July 2020 Vantage Towers GmbH) Duumlsseldorf for the

period from 28 February 2019 to 31 March 2019 which comprise the income statement and

the statement of comprehensive income for the period from 28 February 2019 to 31 March

2019 and the statement of financial position as at 31 March 2019 statement of changes in

equity for the period from 28 February 2019 to 31 March 2019 and statement of cash flows

for the period from 28 February 2019 to 31 March 2019 and notes to the financial statements

including a summary of significant accounting policies


financial statements for the period from 28 February 2019 to 31 March 2019 comply in all

material respects with the IFRSs as adopted by the EU and in compliance with these

requirements give a true and fair view of the assets liabilities and financial position of the

Company as at 31 March 2019 and of its financial performance for the period from




the financial statements for the period from 28 February 2019 to 31 March 2019


We conducted our audit of the financial statements for the period from 28 February 2019 to





the audit of the financial statements for the period from 28 February 2019 to 31 March 2019rdquo





opinion on the financial statements for the period from 28 February 2019 to 31 March 2019

F-112


Responsibilities of the executive directors for the financial statements for the period from 28 February 2019 to 31 March 2019


period from 28 February 2019 to 31 March 2019 that comply in all material respects with

IFRSs as adopted by the EU and that the financial statements for the period from 28 February

2019 to 31 March 2019 in compliance with these requirements give a true and fair view of

the assets liabilities financial position and financial performance of the Company In addition

the executive directors are responsible for such internal control as they have determined

necessary to enable the preparation of financial statements for the period from 28 February

2019 to 31 March 2019 that are free from material misstatement whether due to fraud or

error

In preparing the financial statements for the period from 28 February 2019 to 31 March 2019

the executive directors are responsible for assessing the Companyrsquos ability to continue as a

going concern They also have the responsibility for disclosing as applicable matters related

to going concern In addition they are responsible for financial reporting based on the going



Auditorrsquos responsibilities for the audit of the financial statements for the period from 28 February 2019 to 31 March 2019


the period from 28 February 2019 to 31 March 2019 as a whole are free from material


our opinion on the financial statements for the period from 28 February 2019 to 31 March

2019







these financial statements for the period from 28 February 2019 to 31 March 2019


audit We also


from 28 February 2019 to 31 March 2019 whether due to fraud or error design and perform audit



F-113





period from 28 February 2019 to 31 March 2019 in order to design audit procedures that are

appropriate in the circumstances but not for the purpose of expressing an opinion on the

effectiveness of these systems of the Company








from 28 February 2019 to 31 March 2019 or if such disclosures are inadequate to modify our

opinion Our conclusions are based on the audit evidence obtained up to the date of our auditorrsquos

report However future events or conditions may cause the Company to cease to be able to

continue as a going concern


from 28 February 2019 to 31 March 2019 including the disclosures and whether the financial

statements for the period from 28 February 2019 to 31 March 2019 present the underlying

transactions and events in a manner that the financial statements for the period from 28 February

2019 to 31 March 2019 give a true and fair view of the assets liabilities financial position and

financial performance of the Company in compliance with IFRSs as adopted by the EU






F-114

26 GLOSSARY

ldquoActive Energyrdquo means energy consumed by Active Equipment

ldquoActive Equipmentrdquo means the customersrsquo equipment used to receive and transmitmobile network signals

ldquoActive Sharing Arrangementrdquo means MNOsrsquo sharing of Active Equipment that they install on theGrouprsquos Sites

ldquoactive sharing tenancyrdquo means a tenancy established by the Grouprsquos customerrsquos sharingcounterparty sharing the existing Active Equipment at the SiteCounted as a tenancy in addition to the physical tenancy occupiedby the other partner in the active sharing arrangement

ldquoAdditional Base Sharesrdquo means 22222222 existing ordinary registered shares with no parvalue (Namensaktien ohne Nennbetrag) from the holdings of theExisting Shareholder with the number of the shares to be actuallyplaced with investors subject to the exercise of an upsize optionupon decision of the Existing Shareholder in agreement with theJoint Global Coordinators on the date of pricing based on marketdemand

ldquoAdjusted EBITDArdquo means operating profit before depreciation on lease-related right ofuse assets depreciation amortization and gainslosses on disposalfor fixed assets and excluding impairment losses restructuringcosts arising from discrete restructuring plans other operatingincome and expense and significant items that are not consideredby management to be reflective of the underlying performance ofthe Group

ldquoAdjusted EBITDAaLrdquo means Adjusted EBITDA less recharged capital expenditurerevenue and after depreciation on lease-related right of useassets and deduction of interest on lease liabilities Rechargedcapital expenditure revenue represents direct recharges to Vodafoneof capital expenditure in connection with upgrades to existingSites

ldquoAdjusted EBITDAaL marginrdquo means Adjusted EBITDAaL divided by revenue excludingrecharged capital expenditure revenue

ldquoAdmissionrdquo means the admission of 505782265 existing ordinary registeredshares with no par value (Namensaktien ohne Nennbetrag) totrading on the regulated market segment (regulierter Markt) of theFrankfurt Stock Exchange (Frankfurter Wertpapierboumlrse)

ldquoAggregated Adjusted EBITDAaLrdquo means Adjusted EBITDAaL for the operations in which VantageTowers has a controlling interest plus Vantage Towersrsquo ownershipshare of the Adjusted EBITDAaL of INWIT and Cornerstone

ldquoAktGrdquo means the German Stock Corporation Act (Aktiengesetz)

ldquoAlternative Performance Measuresrdquo means Adjusted EBITDA Adjusted EBITDAaL AdjustedEBITDAaL margin Aggregated Adjusted EBITDAaL RecurringOperating Free Cash Flow Recurring Free Cash Flow Free CashFlow Cash Conversion Net Financial Debt and Net Financial Debtto Adjusted EBITDAaL on a pro forma basis

ldquoAMAPrdquo means Africa Middle East Asia Pacific

ldquoAnalysys Masonrdquo means when referenced as a source certain privatelycommissioned country reports prepared by Analysys Mason onthe Czech Republic Germany Greece Hungary Ireland PortugalRomania and Spain dated 2020 and on the United Kingdom dated2019

G-1

ldquoArticles of Associationrdquo means the Companyrsquos articles of association dated February 82021 and registered with the commercial register (Handelsregister)on February 15 2021

ldquoAudit Committeerdquo means the Supervisory Boardrsquos audit committee

ldquoAudited Six-Month CondensedCombined Interim FinancialStatementsrdquo means the audited condensed combined interim financial statements

of the Group as of and for the six months ended September 302020 prepared in accordance with IFRS and IAS 34

ldquoAudited Unconsolidated GermanGAAP Financial Statementsrdquo means the audited unconsolidated (separate) financial statements of

the Company as of and for the short financial year endedMarch 31 2020 prepared in accordance with German GAAPpursuant to the HGB

ldquoAudited Unconsolidated IFRSFinancial Statementsrdquo means the Audited Unconsolidated IFRS Financial Statements

March 2019 together with the Audited Unconsolidated IFRSFinancial Statements 2020

ldquoAudited Unconsolidated IFRSFinancial Statements 2020rdquo means the audited unconsolidated (separate) financial statements of

the Company as of and for the twelve months ended March 312020 prepared in accordance with IAS 34

ldquoAudited Unconsolidated IFRSFinancial Statements March 2019rdquo means the audited unconsolidated (separate) financial statements of

the Company as of and for the month ended March 31 2019prepared in accordance with IAS 34

ldquoBaFinrdquo means the German Federal Financial Supervisory Authority(Bundesanstalt fuumlr Finanzdienstleistungsaufsicht)

ldquoBase Feerdquo means a base fee of up to 0875 of the gross proceeds from thesale of the Offer Shares where the applicable percentage(s) aredetermined based on the amount of the gross proceeds paid to theUnderwriters by the Existing Shareholder

ldquoBase Sharesrdquo means 88888889 existing ordinary registered shares with no parvalue (Namensaktien ohne Nennbetrag) from the holdings of theExisting Shareholder

ldquoBofA Securitiesrdquo means BofA Securities Europe SA 51 rue La Boeacutetie 75008 ParisFrance LEI 549300FH0WJAPEHTIQ77

ldquoBrexitrdquo means the United Kingdomrsquos exit from the European Union

ldquoBTSrdquo means built-to-suit

ldquocall optionrdquo means options which entitle the Company to acquire shares of theCompany upon the exercise of the option

ldquoCash Conversionrdquo means Recurring Operating Free Cash Flow divided by AdjustedEBITDAaL

ldquoCellnex Q3 2020rdquo means the quarterly results of Cellnex for the period endedSeptember 30 2020 available athttpswwwcellnextelecomcomeninvestor-relationsquarterly-results

ldquoCEOrdquo means Chief Executive Officer

ldquoCETrdquo means Central European Time or Central European Summer Timeas the case may be

G-2

ldquoCFOrdquo means Chief Financial Officer

ldquoClearstreamrdquo means Clearstream Banking AG

ldquoCoderdquo means the German Corporate Governance Code (DeutscherCorporate Governance Kodex) adopted on January 23 2020 andpublished in the German Federal Gazette (Bundesanzeiger) onMarch 20 2020

ldquoCombined Six-Month Grouprdquo means the combined group of entities and business activitiescomprising Vantage Towers GmbH the predecessor entity of theCompany (from May 25 2020) Vantage Towers Spain (fromMarch 18 2020) Vantage Towers Czech Republic (fromSeptember 1 2020) Vantage Towers Portugal (from July 162020) and Vantage Towers Ireland (from June 1 2020)

ldquoCommunications Actrdquo means the United Kingdomrsquos Communications Act 2003

ldquoCompanyrdquo means Vantage Towers AG

ldquoCompany Internal Analysisrdquo means information based on the Grouprsquos own analysis andadjustment or supplementation where necessary of a combinationof publicly available and non-public data including some of whichwas independently commissioned

ldquoCompany Market PositionAssessmentrdquo means market positioning data that is based on the Companyrsquos own

assessment

ldquoCondensed Combined InterimFinancial Statementsrdquo means the Audited Six-Month Condensed Combined Interim

Financial Statements together with the Unaudited Three-MonthCondensed Combined Interim Financial Statements

ldquoConsolidated Marketsrdquo means Germany Spain Greece Portugal the Czech RepublicRomania Hungary and Ireland

ldquoContract Yearrdquo means

(i) in respect of Greece the twelve-month period starting on theeffective date of the agreement and each twelve-month periodthereafter during the duration of the agreement and

(ii) in respect of all other jurisdictions the period starting on theeffective date of the respective agreement and ending onMarch 31 2021 each successive period starting on April 1and ending on March 31 during the duration of the respectiveagreement and the period starting on the last April 1 andending on the date that the respective agreement terminates

ldquoCornerstonerdquo means Cornerstone Telecommunications Infrastructure Limited

ldquoCPIrdquo means consumer price index

ldquoCritical Siterdquo means a Site subject to higher service levels

ldquoCRMrdquo means customer relationship management

ldquoCrystal Almondrdquo means Crystal Almond Sagraverl

ldquoCTHCrdquo means Central Tower Holding Company BV

ldquoCzech Consent Required Sitesrdquo means 1948 Sites used in connection with Vodafone CzechRepublicrsquos towers business that could not be transferred to theGroup in the first phase due to restrictions on subletting to thirdparties in their ground lease agreements

ldquoCzech PMArdquo means the portfolio management agreement in respect of the CzechConsent Required Sites and the Passive Infrastructure thereon

G-3

between Vantage Towers Czech Republic and Vodafone CzechRepublic dated September 1 2020 and as amended onNovember 16 2020

ldquoDASrdquo means distributed antenna systems

ldquoDesignated Directorsrdquo means the equal number of directors designated to the INWITBoard by each INWIT Shareholder

ldquoDiscretionary Feerdquo means a discretionary fee of up to 0875 of the gross proceedsfrom the sale of the Offer Shares where the applicablepercentage(s) are determined based on the amount of the grossproceeds which is in the sole discretion of the Existing Shareholderand the Company

ldquoECCrdquo means the UK Electronics Communications Code

ldquoEECC Coderdquo means the European Electronic Communications Code

ldquoeirrdquo means Eircom Limited

ldquoEMFrdquo means electromagnetic field

ldquoEricsson Mobility Reportrdquo means a report prepared by Ericsson titled ldquoEricsson MobilityReportrdquo dated 2020 available athttpswwwericssoncomenmobility-report

ldquoequity derivativesrdquo means put options call options and combinations of put and calloptions and forward purchase agreements

ldquoESGrdquo means environmental social and governance

ldquoEUrdquo means the European Union

ldquoEU Short Selling Regulationrdquo means Regulation (EU) No 2362012 of the European Parliamentand of the Council of March 14 2012 on short selling and certainaspects of credit default swaps

ldquoEURrdquo or ldquoEurordquo means the legal currency of Germany as (an accounting currency)from January 1 1999 and (as a circulation currency) fromJanuary 1 2002

ldquoEVOrdquo means a Vodafone Group business transformation program thatintroduced a common operator model across the finance supplychain and human resources processes

ldquoExchange Offerrdquo means a public offer or a public solicitation to submit an offer forthe exchange of liquid shares which are admitted to trading on anorganized market within the meaning of the WpUumlG against sharesof the Company

ldquoExchange Sharesrdquo means a public offer or a public solicitation to submit an offer forthe exchange of liquid shares which are admitted to trading on anorganized market within the meaning of the WpUumlG

ldquoExecutiverdquo means a person discharging managerial responsibilities within themeaning of article 3 para 1 No 25 of the MAR

ldquoExisting Shareholderrdquo means Vodafone GmbH a company with limited liability(Gesellschaft mit beschraumlnkter Haftung) organized under the lawsof Germany

ldquoExit Periodrdquo means a period of up to four years (Greece three years for expirytermination by Vodafone Operator five years for termination byVantage Towers) that the Vodafone Operator has from the date ofexpiry or termination of a Vodafone MSA as applicable to removeand relocate any of its equipment from all remaining Sites

G-4

ldquoEYrdquo means Ernst amp Young GmbH WirtschaftspruumlfungsgesellschaftBoumlrsenplatz 1 50667 KoumllnCologne Germany

ldquoFederal Agency for Public Safety andRadio Reportrdquo means a description of the BOS Public Safety Digital Radio

Network from the Federal Agency for Public Safety and RadioFederal Republic of Germany available at httpswwwbdbosbunddeENDigitalradiodigital_radio_nodehtml

ldquoFirst Capital Increaserdquo means the increase in the share capital from EUR 25000 byEUR 274975000 to EUR 275000000 by issuing 274975000new shares in the Company (named Vodafone Towers GermanyGmbH at that time) following the shareholderrsquos resolution onMay 4 2020

ldquoFitch Solutionsrdquo means when referenced as a source certain mobile subscriber dataprepared by Fitch Solutions dated January 2021

ldquoFrankfurt Stock Exchangerdquo means the Frankfurt Stock Exchange (FrankfurterWertpapierboumlrse)

ldquoFree Cash Flowrdquo means Recurring Free Cash Flow less growth and other capitalexpenditure including ground lease optimization and dividendspaid to non-controlling shareholders in subsidiaries plus rechargedcapital expenditure receipts from Vodafone gainslosses fordisposal of fixed assets and dividends received from jointventures and adjusted for changes in non-operating workingcapital and one-off and other items One-off and other itemscomprise impairment losses restructuring costs arising fromdiscrete restructuring plans and other operating income andexpense and significant items that are not considered bymanagement to be reflective of the underlying performance ofthe Group These items are not a recognized term under IFRSOne-off and other items are subject to certain discretion in theallocation of various income and expenses and the application ofdiscretion may differ from company to company One-off and otheritems might also include expenses that will recur in futureaccounting periods

ldquoFWArdquo means fixed wireless access

ldquoGBTrdquo means ground based tower

ldquoGDPRrdquo means the EUrsquos General Data ProtectionRegulation (EU) 2016679

ldquoGerman GAAPrdquo means German generally accepted accounting principles

ldquoGerman Hive-Downrdquo means the transfer of the German Towers Business (TeilbetriebTower) to the Company by way of a hive-down by absorption(Ausgliederung zur Aufnahme) within the meaning ofsec 123(3) ndeg1 of the German Transformation Act(Umwandlungsgesetz)

ldquoGerman Towers Businessrdquo means the German partial operational unit towers business(Teilbetrieb Tower)

ldquoGermanyrdquo means the Federal Republic of Germany

ldquoGlobal Share Certificatesrdquo means the global share certificates representing the Companyrsquosshares which will be deposited with Clearstream Banking AGMergenthalerallee 61 65760 Eschborn Germany

G-5

ldquoGreenshoe Optionrdquo means an option to acquire a number of shares in the Companyequal to the number of Over-Allotment Shares at the Offer Priceless agreed commissions granted by the Existing Shareholder tothe Underwriters

ldquoground lease optimization capitalexpenditurerdquo means the capital expenditure on the ground lease optimization

program

ldquoground lease expenserdquo means depreciation on the lease-related right of use assets andinterest on lease liabilities

ldquoGrouprdquo or ldquoVantage Towers Grouprdquoor ldquoVantage Towersrdquo except as otherwise indicated in this Prospectus means

(i) in the case of statements or information in connection with theAudited Six-Month Condensed Combined Interim FinancialStatements the Combined Six-Month Group

(ii) in the case of statements or information in connection with theUnaudited Three-Month Condensed Combined InterimFinancial Statements (as defined below) the combined groupof entities and business activities comprising the CombinedSix-Month Group as well as Vantage Towers Hungary (fromNovember 1 2020) Vantage Towers Romania (fromNovember 13 2020) CTHC (from December 17 2020)Vantage Towers Greece (from December 22 2020) and the332 shareholding in INWIT (from November 192020) and

(iii) in the case of any other statements or information includingall statements made as of the date of this Prospectus theCompany its consolidated subsidiaries and its equityaccounted investments in INWIT and Cornerstone

ldquoGSMA 2019rdquo means a report prepared by the GSM Association titled ldquoTheEnablement Effect The impact of mobile communications oncarbon emission reductionsrdquo dated December 2019

ldquoGSMA 2020rdquo means an article prepared by the GSM Association titledldquoCOVID-19 Network Traffic Surge Isnrsquot Impacting EnvironmentConfirm Telecom Operatorsrdquo dated May 29 2020

ldquoGuyed Towersrdquo means lattice structures in an equilateral triangular pattern guyedtypically with resistant steel guy wires at different levels

ldquoHGBrdquo means the German Commercial Code (Handelsgesetzbuch)

ldquoIAS 34rdquo means IFRS on interim financial reporting

ldquoIDWrdquo means the Institut der Wirtschaftspruumlfer e V (Institute of PublicAuditors in Germany)

ldquoIFRSrdquo means International Financial Reporting Standards includingIAS and interpretations published by the International AccountingStandards Board (ldquoIASBrdquo) as adopted by the European Union and(Commission Regulation (EC) No 11262008 ofNovember 3 2008 as amended) available athttpswwwifrsorgissued-standards

ldquoIndemnification Agreementrdquo means the indemnification agreement with Vodafone Group Plc andthe Existing Shareholder entered into by the Company on March 82021

G-6

ldquoIndoor Small Cellsrdquo means low-powered radio access nodes typically used tocomplement macro cells to provide indoor coverage andorcapacity which are better suited to smaller or lower footfallvenues

ldquoInitial Termrdquo means the initial term of eight years until November 2028 of eachVodafone MSA

ldquoINWITrdquo means Infrastrutture Wireless Italiane SpA

ldquoINWIT Boardrdquo means the INWIT board of directors

ldquoINWIT Shareholdersrdquo means CTHC and Telecom Italia SPV

ldquoINWIT Shareholdersrsquo Agreementrdquo means the shareholders agreement between Telecom Italia andVEBV dated March 25 2020 and as amended on April 22 2020and June 24 2020 to which Telecom Italia SPV adhered onAugust 3 2020 and CTHC adhered on November 19 2020

ldquoIoTrdquo means internet of things

ldquoIrish Business Transferrdquo means the transfer of Vodafone Ireland Limitedrsquos towers businessto Vantage Towers Limited by way of a business transferagreement dated May 22 2020 with effect from June 1 2020

ldquoISAsrdquo means individual Site agreements

ldquoISINrdquo means International Securities Identification Number

ldquoJoint Bookrunnersrdquo means Barclays Bank Ireland Plc Joh Berenberg Gossler amp CoKG BNP PARIBAS Deutsche Bank Aktiengesellschaft GoldmanSachs Bank Europe SE and Jefferies GmbH

ldquoJoint Global Coordinatorsrdquo means BofA Securities Europe SA Morgan Stanley Europe SE andUBS AG London Branch

ldquoKPIsrdquo means key performance indicators

ldquoKStGrdquo means the German Corporate Income Tax(Koumlrperschaftsteuergesetz)

ldquoLegacy Sitesrdquo means certain existing Sites listed in the Vodafone MSA on itseffective date

ldquoLEIrdquo means Legal Entity Identifier

ldquoLong-Term Mobile Sitesrdquo means transportable passive infrastructure units with a verticalelement capable of hosting active equipment These can be used byVantage Towers to deliver a hosting service while a new Site isdeveloped or to provide a more long-term hosting solution

ldquoLong-Term Services Agreementsrdquo means the long-term services agreements entered into between aVodafone Operator and a local Group operating company in eachof Germany Spain Greece Portugal the Czech RepublicRomania Hungary and Ireland In the case of Greece the long-term services are provided under the same services agreement asthe transitional services

ldquoLPWArdquo means low power wide area

ldquoMampArdquo means mergers and acquisitions

ldquoMacro Sitesrdquo means the physical infrastructure either ground-based or located onthe top of a building where communications equipment is placedto create a cell in a mobile network including Streetworks andLong-Term Mobile Sites

G-7

ldquomaintenance capital expenditurerdquo means capital expenditure required to maintain and continue theoperation of the existing tower network and other PassiveInfrastructure excluding capital investment in new Sites orgrowth initiatives

ldquoManagement Boardrdquo means the Companyrsquos management board (Vorstand)

ldquoMARrdquo means Regulation (EU) No 5962014 of the European Parliamentand of the Council of April 16 2014 on market abuse

ldquoMBNLrdquo means Mobile Broadband Network Limited

ldquoMCAsrdquo means multi-currency agreements

ldquoMDrdquo means a managing director that heads a local Group operatingcompany

ldquoMicro Sitesrdquo means DAS Sites repeater Sites and Small Cell Sites

ldquoMNOrdquo means mobile network operator

ldquoMorgan Stanleyrdquo means Morgan Stanley Europe SE Groszlige Gallusstraszlige 18 60312Frankfurt am Main Germany LEI 54930056FHWP7GIWYY08

ldquoMSArdquo means master services agreement

ldquoMSA Exit Allowancerdquo means that Vodafone Operator may in each Contract Yearterminate up to 05 of the total number of Site agreements ineffect at the beginning of that Contract Year

ldquoMVNOrdquo means mobile virtual network operator

ldquoNet Asset Valuerdquo means the total assets less current liabilities and non-currentliabilities as shown in the Unaudited Three-Month CondensedCombined Interim Financial Statements

ldquoNet Financial Debtrdquo means long-term borrowings short-term borrowings borrowingsfrom Vodafone Group companies and mark-to-market adjustmentsless cash and cash equivalents and short-term investments andexcluding lease liabilities

ldquoNet Financial Debt to AdjustedEBITDAaLrdquo means Net Financial Debt divided by Adjusted EBITDAaL for a

rolling 12-month period

ldquoNew FTTrdquo means the final proposal announced by the German FederalFinance Minister on December 9 2019 for a Directive for afinancial transaction tax implemented by way of the enhancedcooperation mechanism to nine other participating EU memberstates

ldquonew Site capital expenditurerdquo means capital expenditure in connection with the construction ofnew BTS Sites

ldquoNOCrdquo means network operations center

ldquoNon-IFRS Measuresrdquo means Adjusted EBITDA Adjusted EBITDAaL AdjustedEBITDAaL margin Recurring Operating Free Cash FlowRecurring Free Cash Flow Free Cash Flow Cash Conversionand Net Financial Debt on a combined basis

ldquoNon-MNOrdquo means other than mobile network operator

ldquoNRAsrdquo means national regulatory authorities

ldquoNSSrdquo means network stock solution

ldquoOampMrdquo means operations and maintenance

ldquoOfcomrdquo means the Office of Communications the national regulatoryauthority for communications in the United Kingdom

G-8

ldquoOffer Periodrdquo means the period during which investors may submit purchaseorders for the Offer Shares to commence on March 9 2021 and toexpire on March 17 2021

ldquoOffer Pricerdquo means the placement price of the Offer Shares

ldquoOffer Sharesrdquo means together the Base Shares the Additional Base Shares andthe Over-Allotment Shares

ldquoOfferingrdquo means the offering of 124444444 ordinary registered shares of theCompany with no par value (Namensaktien ohne Nennbetrag) eachsuch share representing a notional value of EUR 100 in theCompanyrsquos share capital and full dividend rights in Euros as ofApril 1 2020

ldquoOmdia 2019-2024 Forecastrdquo means a report prepared by Omdia titled ldquoOvum Mobile Backhauland Fronthaul Forecast 2019ndash24rdquo dated November 2019

ldquoOmdia Mobile Penetrationrdquo means certain mobile penetration data prepared by Omdia datedOctober 2020

ldquoOmdia Mobile Subscribersrdquo means certain mobile subscriber data prepared by Omdia datedOctober 2020

ldquoOriginal INWIT Boardrdquo means the INWIT Board composed of 13 members of which fivewere designated by Telecom Italia and five were designated byVEBV with effect from March 31 2020

ldquoother growth capital expenditurerdquo means capital expenditure linked to initiatives to grow earningsincluding but not limited to upgrade capital expenditure to enablenon-Vodafone tenancies efficiencies investments and DASindoorSmall Cell roll out as well as the residual portion of capitalexpenditure in connection with upgrades to existing Sites that isnot recharged directly to tenants

ldquoOver-Allotmentrdquo means the allocation of Over-Allotment Shares as part of theallocation of the Offer Shares

ldquoOver-Allotment Sharesrdquo means 13333333 existing ordinary registered shares with no parvalue from the holdings of the Existing Shareholder in connectionwith a possible over-allotment

ldquoPassive Energyrdquo means energy consumed by the Grouprsquos own Passive Infrastructure

ldquoPassive Infrastructurerdquo means an installation comprising a set of different elements locatedat a Site and used to provide support to the Active Equipmentincluding amongst others vertical support structures includingmasts towers tower foundations substructures and antennasupports (excluding bracketry) civil infrastructure (includingsteelworks) and related works storage surfaces or sheltersaccess surveillance and security systems safety installations andprotective devices

ldquopassive sharingrdquo means MNOsrsquo sharing of Passive Infrastructure

ldquoPBrdquo means petabyte

ldquoPerformance Periodrdquo means a performance period of three years

ldquophysical tenancyrdquo means the installation of Active Equipment on a Site

ldquoPMArdquo means portfolio management agreement

ldquoPMA Equipment Servicesrdquo means the following services provided by Vantage Towers CzechRepublic in respect of Passive Infrastructure located on the CzechConsent Required Sites (i) space management (ii) Sitemodifications (iii) Site access management and OampM servicesand (iv) EMF management (at Vodafone Czech Republicrsquos option)

G-9

ldquoPolicy Compliance Frameworkrdquo means Vodafonersquos policy compliance framework

ldquoPoPrdquo means point of presence When they are hosted by Vantage Towersor another named tower company the Group refers to PoPs astenancies and except where otherwise noted these are hosted onMacro Sites

ldquoPortfolio Management Agreementsrdquo means the portfolio management agreements entered into in theCzech Republic and Romania ie the Czech PMA and theRomanian PMA

ldquoPPDRrdquo means public protection and disaster relief

ldquoPrice Rangerdquo means the Price Range within which purchase orders may beplaced per Offer Share

ldquoProcurement Agreement GovernanceBodyrdquo means Vodafone Grouprsquos Supply Chain Management Board

ldquoProcurement Agreementsrdquo means the procurement agreements entered into between Groupcompanies and the VPC

ldquoProspectusrdquo means this prospectus dated March 8 2021

ldquoProspectus Regulationrdquo means Regulation (EU) No 20171129 of the European Parliamentand of the Council of June 14 2017

ldquoput optionrdquo means the option which requires the Company to acquire shares ofthe Company upon the exercise of the option

ldquoQIBsrdquo means qualified institutional buyers as defined in Rule 144A

ldquoRANrdquo means radio access network

ldquorecharged capital expenditurerdquo means upgrade capital expenditure recharged to tenants

ldquorecharged capital expenditurerevenuerdquo means direct recharges to Vodafone of capital expenditure in

connection with upgrades to existing Sites

ldquoRecurring Free Cash Flowrdquo means Recurring Operating Free Cash Flow less tax paid andinterest paid and adjusted for operating working capital

ldquoRecurring Operating Free CashFlowrdquo means Adjusted EBITDAaL plus depreciation on lease-related right

of use assets and interest on lease liabilities less cash lease costsand maintenance capital expenditure On a pro forma basis cashlease costs are calculated based on the sum of depreciation onlease-related right of use assets and interest on lease liabilities thatwere incurred by the Group excluding the effects from leasereassessment of the IFRS 16 lease liability and right of use asset onthe sum of the associated depreciation on lease-related right of useassets and interest on lease liabilities which have a non-cashimpact in the respective period

ldquoRegulation Srdquo means Regulation S under the Securities Act

ldquoRelationship Agreementrdquo means the relationship agreement entered into by Company andVodafone Group Plc that governs certain general principlesregarding the future relationship and cooperation between theCompany and Vodafone Group Plc

ldquoRelevant Staterdquo means each Member State of the European Economic Area and theUnited Kingdom

ldquoRemedy Periodrdquo means a six-month remedy period generally given to the Groupcompany to fix breaches under the Vodafone MSA

G-10

ldquoReorganizationrdquo means the process by which the Vantage Towers Group wasestablished

ldquoRevolving Credit Facilityrdquo means the EUR 300 million senior unsecured revolving creditfacility entered into by the Company on February 12 2021

ldquoRights and Financial Instrumentsrdquo means (i) any share (including shares of different classes or shareswith particular voting rights) any capital instrument equity orfinancial instrument warrant option right right of subscription orother financial instruments incorporating the right (also future andconditional) to subscribe purchase sell any share or any of theabove-mentioned financial instruments even if not exercisable andwhich has the effect of granting the right to contribute to thedesignation of the members of the management body and (ii) anyobligation debt or other securities convertible into or exchangeablewith the shares or other instruments referred to in (i) issuedconvertible or non-convertible or exchangeable pursuant to (i) inany case issued from time to time by that person or any other right(contractual or statutory) in any of the foregoing

ldquoRisk Management Frameworkrdquo means Vodafonersquos risk management global framework

ldquoRomania Registration RequiredAssetsrdquo means the 1257 GBTs including 15 GBTs under construction as

of May 31 2020 (the balance sheet cut-off date) used inconnection with Vodafone Romaniarsquos towers business that couldnot transfer to the Group in the first phase because they requireregistration with the local land registry before they can be legallytransferred to a third-party including to Vantage Towers Romania

ldquoRomanian PMArdquo means the portfolio management agreement in respect of theRomania Registration Required Sites between Vantage TowersRomania and Vodafone Romania dated November 16 2020 and asamended on December 7 2020

ldquoRTTrdquo means rooftop tower

ldquoRule 144Ardquo means Rule 144A under the Securities Act

ldquoSErdquo means a European stock corporation (Societas Europaea)

ldquoSecond Capital Increaserdquo means the further increase of the share capital fromEUR 275000000 by EUR 189504358 to EUR 464504358 byissuing 189504358 new shares in the Company resolved by theshareholdersrsquo meeting of the Company (named Vantage TowersGmbH at that time) on November 17 2020

ldquoSecurities Actrdquo means the United States Securities Act of 1933

ldquoSelected Towers Business FinancialInformationrdquo means certain unaudited selected financial information of the

Towers Business for the twelve months ended March 31 2018March 31 2019 and March 31 2020

ldquoSenior Facilitiesrdquo means the Term Loan Facility together with the Revolving CreditFacility

ldquoSettlement Agreementrdquo means the refinancing of the shareholdersrsquo loan from the settlementagreement dated January 7 2021 between Cornerstone TelefoacutenicaUK and Vodafone UK

ldquoSiterdquo means the Passive Infrastructure on which Active Equipment ismounted as well as its physical location

ldquoSmall Cellsrdquo means low-powered radio access nodes typically used tocomplement macro cells in areas of high traffic concentrationwhich have smaller cell radii than macro cells

G-11

ldquoSOXrdquo means the US Sarbanes-Oxley Act of 2002

ldquoSpecial Sharerdquo means the new class of share issued by CTHC and held by VEBV

ldquoSRNrdquo means shared rural network

ldquoStabilization Managerrdquo means Morgan Stanley Europe SE Groszlige Gallusstraszlige 1860312 Frankfurt am Main GermanyLEI 54930056FHWP7GIWYY08

ldquoStabilization Measuresrdquo means over-allotments and stabilization measures taken by theStabilization Manager in accordance with article 5 paras 4 and 5of the MAR in conjunction with articles 5 through 8 ofCommission Delegated Regulation (EU) 20161052 of March 82016 to provide support for the market price of the Companyrsquosshares thus alleviating sales pressure generated by short-terminvestors and maintaining an orderly market in the Companyrsquosshares

ldquoStabilization Periodrdquo means the period from the date the Companyrsquos shares commencetrading on the regulated market (regulierter Markt) of the FrankfurtStock Exchange (Frankfurter Wertpapierboumlrse) ending no laterthan 30 calendar days thereafter

ldquoStrategic Siterdquo means a Site that is of strategic importance to a Vodafone Operatorfrom a network management perspective

ldquoStreetworksrdquo means compact and visually discreet monopole masts that are usedto provide infill coverage increased capacity or general coverage inurban areas as an alternative to RTTs

ldquoSubsequent Change of Controlrdquo means if a competitor of Vodafone acquires control of the VantageTowers Group company that is party to the agreement in atransaction that other than in Greece takes place after VodafoneGroup Plc has itself given up control of the subject Groupcompany in a previous transaction

ldquoSupervisory Boardrdquo means the Companyrsquos supervisory board (Aufsichtsrat)

ldquoSupport Agreementsrdquo means the support agreements between Group companies andVodafone Group Services Limited

ldquoTelecom Italiardquo means Telecom Italia SpA

ldquoTelecom Italia SPVrdquo means Daphne 3 SpA

ldquoTelefoacutenica UKrdquo means Telefoacutenica UK Limited

ldquotenanciesrdquo means customer points of presence hosted on Macro Sites unlessotherwise noted including physical tenancies and active sharingtenancies

ldquotenancy ratiordquo means the total number of tenancies (including physical tenanciesand active sharing tenancies) on the Grouprsquos Macro Sites dividedby the total number of Macro Sites Therefore the Grouprsquos tenancyratio counts two tenancies where the physical tenant (Vodafone oranother MNO) is actively sharing on a Macro Site

ldquotenantsrdquo means customers

ldquoTerm Loan Facilityrdquo means the EUR 24 billion senior unsecured term loan facilityentered into by the Company on February 12 2021

ldquoTETRArdquo means terrestrial trunked radio

G-12

ldquoThird Capital Increaserdquo means the further increase of the share capital fromEUR 464504358 by EUR 41277907 to EUR 505782265 byissuing 41277907 new shares in the Company resolved by theshareholdersrsquo meeting of the Company (named Vantage TowersGmbH at that time) on January 7 2021

ldquoTIMSrdquo means Tower Information Management System

ldquoTowers Businessrdquo means the business carried out by Vodafonersquos European towerinfrastructure assets in Germany Spain Portugal Romania theCzech Republic Hungary and Ireland

ldquoTowerXchange Europe Report 2019rdquo means a report prepared by TowerXchange titled ldquoTowerXchangeEurope report 2019rdquo dated 2019

ldquoTowerXchange Report 2020rdquo means a report prepared by TowerXchange titled ldquoTowerXchangeIssue 29rdquo dated July 2020

ldquoTransitional Services Agreementsrdquo means the transitional services agreements entered into between theVodafone Operator and the local Group operating company in eachof Germany Spain Portugal Romania Hungary and Ireland In thecase of Greece the transitional services are provided under thesame services agreement as the long-term services

ldquoTSRrdquo means total shareholder returns

ldquoUBSrdquo means UBS AG London Branch 5 Broadgate London EC2M 2QSUnited Kingdom LEI BFM8T61CT2L1QCEMIK50

ldquoUmwGrdquo means the German Transformation Act (Umwandlungsgesetz)

ldquoUnaudited Pro Forma FinancialInformationrdquo means the unaudited selected financial information of the Towers

Business for the twelve months ended March 31 2020 as if theReorganization had occurred on April 1 2019 for purposes of thepro forma consolidated income statements of the Group for thetwelve months ended March 31 2020 and the nine months endedDecember 31 2020 or on December 31 2020 for the pro formaconsolidated statement of financial position of the Group as ofDecember 31 2020

ldquoUnaudited Three-Month CondensedCombined Interim FinancialStatementsrdquo means the unaudited condensed combined interim financial

statements of the Group prepared as of and for the three monthsended December 31 2020 prepared in accordance with IAS 34

ldquoUnderwritersrdquo means the Joint Global Coordinators together with the JointBookrunners

ldquoUnderwriting Agreementrdquo means the Underwriting Agreement between the Company theExisting Shareholder and the Underwriters dated March 8 2021

ldquoUnited Statesrdquo or ldquoUSrdquo means the United States of America

ldquoupgrade capital expenditurerdquo means capital expenditure in connection with upgrades to existingSites

ldquoUpsize Optionrdquo means the full exercise of the upsize option

ldquoVantage Towersrdquo see definition of ldquoGrouprdquo

ldquoVantage Towers Czech Republicrdquo means Vantage Towers sro

ldquoVantage Towers Czech Republic 2rdquo means Vantage Towers 2 sro

ldquoVantage Towers Greecerdquo means Vantage Towers SA

G-13

ldquoVantage Towers Greece Call Optionrdquo means the call option granted by Crystal Almond to VEBV underthe terms of a share purchase agreement dated December 21 2020to acquire the remaining 38 of Vantage Towers Greece fromCrystal Almond for EUR 287500000 in cash expiring onDecember 31 2021

ldquoVantage Towers Grouprdquo see definition of ldquoGrouprdquo

ldquoVantage Towers Hungaryrdquo means Vantage Towers Zrt

ldquoVantage Towers Irelandrdquo means Vantage Towers Limited

ldquoVantage Towers Portugalrdquo means Vodafone Towers Portugal SA

ldquoVantage Towers Romaniardquo means Vantage Towers SRL

ldquoVantage Towers Spainrdquo means Vantage Towers SL

ldquoVEBVrdquo means Vodafone Europe BV

ldquoVGSLrdquo means Vodafone Group Services Limited

ldquoVHESLrdquo means Vodafone Holdings Europe SL

ldquoVictusrdquo means Victus Networks SA

ldquoVIHBVrdquo means Vodafone International Holdings BV

ldquoVodafonerdquo means Vodafone Group Plc together with its consolidatedsubsidiaries

ldquoVodafone BTS Commitmentrdquo means Vodafonersquos commitment to contract for the construction ofapproximately 6850 new BTS Sites across the Grouprsquos marketsbetween April 1 2021 and March 31 2026 except in Greecewhere the commitment is to contract for the construction of250 new BTS Sites between November 17 2020 andNovember 16 2025

ldquoVodafone Contractsrdquo means the Vodafone MSAs Transitional Services Agreements andLong-Term Services Agreements entered into with a correspondinglocal Vodafone operating company

ldquoVodafone Czech Republicrdquo means Vodafone Czech Republic as

ldquoVodafone Germanyrdquo means Vodafone GmbH

ldquoVodafone Germany MCArdquo means the multi-currency agreement with Vodafone Germany

ldquoVodafone Greek TowerCordquo means Vodafone Greece Towers SA

ldquoVodafone Grouprdquo means Vodafone Group Plc a public limited company incorporatedin England and Wales and its consolidated subsidiaries

ldquoVodafone Hungaryrdquo means Vodafone Magyarorszaacuteg Taacutevkoumlzleacutesi Zrt

ldquoVodafone Investments Loanrdquo means the EUR 2290000000 loan drawn by the Company underthe EUR 3 billion loan facility agreement entered into by theCompany with Vodafone Investments on November 20 2020

ldquoVodafone Irelandrdquo means Vodafone Ireland Limited

ldquoVodafone Italyrdquo means Vodafone Italia SpA

ldquoVodafone MSAsrdquo means the MSAs entered into between members of the VodafoneGroup and members of the Group in each of the Grouprsquos markets

ldquoVodafone MSA Servicesrdquo means (i) hosting services (ii) energy services (iii) Sitemodification services (iv) BTS services (v) Site access andOampM services and (vi) EMF services (other than in Greece)which the Group companies provide the Vodafone Operators withpursuant to the Vodafone MSAs

G-14

ldquoVodafone Operatorrdquo means a local Vodafone operating company

ldquoVodafone Portugalrdquo means Vodafone PortugalmdashComunicaccedilotildees Pessoais SA

ldquoVodafone Romaniardquo means Vodafone Romania SA

ldquoVodafone Spainrdquo means Vodafone Espantildea SAU

ldquoVodafone UKrdquo means Vodafone Limited

ldquoVPCrdquo means Vodafone Procurement Company Sagraverl

ldquoVPC Deliverablerdquo means any product third-party service system or material suppliedcreated or performed by the VPC or otherwise agreed that areincluded in the VPC price book and offered by the VPC on thestandard model to the Group company

ldquoVSSBrdquo means Vodafone Shared Services Budapest Private LimitedCompany

ldquoVSSB MCAsrdquo means multi-currency agreements with VSSB

ldquoWind Hellasrdquo means Wind Hellas Telecommunications SA

ldquoWind Hellas Greek TowerCordquo means Crystal Almond Towers Single Member SA

ldquoWKNrdquo means the German Securities Code (Wertpapierkennnummer)

ldquoWpHGrdquo means the German Securities Trading Act(Wertpapierhandelsgesetz)

ldquoWpUumlGrdquo means the German Securities Acquisition and Takeover Act(Wertpapiererwerbs- und Uumlbernahmegesetz)

G-15

27 RECENT DEVELOPMENTS AND OUTLOOK

271 Recent Developments

On January 7 2021 the shareholdersrsquo meeting of the Company (named Vantage Towers GmbH at thattime) resolved to further increase the share capital by issuing 41277907 new shares in the Company Thecapital increase was carried out by the payment of cash by Vodafone Germany to the Company in considerationfor Vodafone Germany receiving 41277907 new shares in the Company The consummation of the capitalincrease was registered with the commercial register (Handelsregister) of the Company at the local court(Amtsgericht) of Duumlsseldorf Germany on January 14 2021

On January 11 2021 the Company acquired loan note agreements from Vodafone Greek TowerCo WindHellas Greek TowerCo and Vantage Towers Czech Republic as respective borrowers

On January 14 2021 CTHC acquired Vodafone UKrsquos 50 shareholding in Cornerstone by way of a sharepurchase agreement dated January 6 2021 At this time the process by which Vantage Towers was establishedwas completed


On February 12 2021 the Company entered into (i) a EUR 24 billion senior unsecured term loan facilityand (ii) a EUR 300 million senior unsecured revolving credit facility See ldquo16214 Senior Facilitiesrdquo for moreinformation As of the date of this Prospectus the Senior Facilities were undrawn

On February 24 2021 the Vantage Towers Greece Call Option was triggered by the publication of theldquoIntention to Floatrdquo announcement in respect of Vantage Towers AG CTHC is expected to acquire theremaining 38 of Vantage Towers Greece for consideration of EUR 288 million and any adjustment requiredas a result of the standard closing mechanism seven calendar days after the Admission

272 Outlook

2721 Consolidated Markets

The Grouprsquos performance during the twelve months ending March 31 2021 is expected to be in line withexpectations and driven primarily by growth in tenancies and Macro Sites The Company expects growth tobegin to increase as the Vodafone BTS Commitment program and the Grouprsquos other BTS commitments build torun-rate and new tenancies begin to contribute to its performance Following positive results from its initialpilot programs the Grouprsquos ground lease optimization program to reduce costs has also begun in six countriesWhile the Grouprsquos margins are stable and in line with expectations they are expected to improve through theprogram although it is not expected to have a meaningful impact on margins during the twelve months endingMarch 31 2021 or 2022 For more information see ldquo136 Key Factors Affecting the Grouprsquos Results ofOperationsrdquo

For the twelve months ending March 31 2021 the Company expects that pro forma revenue (excludingrecharged capital expenditure revenue) would have been in the range of EUR 955 million to EUR 970 millionif the Reorganization had completed as of April 1 2019 During this period the Group is targeting an averagetenancy ratio of approximately 138x across the Vantage Towers Consolidated Markets In the medium termthe Company expects revenue (excluding recharged capital expenditure revenue) to grow at a mid-single digitcompound annual growth rate In the medium term the Group is targeting a tenancy ratio in excess of 150x

The Company expects that pro forma Adjusted EBITDAaL for the twelve months ending March 31 2021would have been between EUR 520 million and EUR 530 million if the Reorganization had completed as ofApril 1 2019 The Grouprsquos deployment of committed new BTS Sites and addition of new tenancies areexpected to have a meaningful impact on Adjusted EBITDAaL margins from the twelve months endingMarch 31 2023 In the medium term the Company expects to achieve an Adjusted EBITDAaL margin in thehigh fifty percentages accounting for the fact that certain of its costs such as new Site operating costsincremental support costs for current BTS commitments and the renegotiation of certain maintenance contractsare expected to increase at rates above those in the past andor above the rate of inflation New BTS Sitescommitted by Vodafone between the twelve months ending March 31 2022 and March 31 2026 are expected

R-1

to contribute run-rate incremental Adjusted EBITDAaL of approximately EUR 130 million by March 31 2027with new Site capital expenditure of approximately EUR 1 billion

The Company expects pro forma Recurring Free Cash Flow would have been between EUR 375 millionand EUR 385 million for the twelve months ending March 31 2021 if the Reorganization had completed as ofApril 1 2019 In the medium term the Company expects Recurring Free Cash Flow to grow at a mid- to high-single-digit compound annual growth rate

For the twelve months ending March 31 2021 the Company intends to declare an annual dividend ofEUR 280 million (including 60 of INWITrsquos declared dividend for its fiscal year ended December 31 2020)which it intends to pay in July 2021 Going forward the Company intends to pay an ordinary dividend basedon 60 of the sum of Recurring Free Cash Flow and dividends received from INWIT and Cornerstone subjectto the availability of distributable profit (Bilanzgewinn) and legal restrictions with respect to the distribution ofprofits and available funds

The Company is targeting Net Financial Debt of approximately EUR 21 billion and a Net Financial Debtto Adjusted EBITDAaL ratio of 40x as of March 31 2021 Over the medium term the Company is aiming tomaintain a 40x Net Financial Debt to Adjusted EBITDAaL ratio Assuming the capacity to invest in organicgrowth beyond the business plan andor strategic MampA up to a Net Financial Debt to Adjusted EBITDAaLratio of 55x the Group has EUR 1 billion of leverage capacity with additional meaningful financing capacityfrom potential future equity issuances The Group will retain the flexibility to exceed this ratio for disciplinedcapital investment

For guidance on the Grouprsquos planned and future capital expenditure see ldquo13932 Ongoing and PlannedCapital Expenditurerdquo above

By March 31 2021 the Company expects its operational working capital to normalize following thecompletion of the Reorganization and the Vodafone MSAs coming into full operation Over the medium termthe Company expects that its operational working capital will average approximately 12 to 15 of revenue(excluding recharged capital expenditure revenue) The Company also expects movements in net workingcapital to average single digit Euro million annual outflows over the medium term In the near term theCompanyrsquos non-operational working capital movements are expected to have a net positive impact on FreeCash Flow as new Site capital expenditure related to the Grouprsquos BTS commitments increases Over themedium term the Company expects its non-operational working capital to vary due to the impact of growthcapital expenditures

In setting its forecast for the twelve months ending March 31 2021 and its medium-term targets theCompany has assumed among other things that

bull Global economic conditions are broadly consistent with those experienced during the twelve monthsended March 31 2020

bull There will be no material changes in the legal and regulatory framework or regulatory actions towhich the Group is or may become subject including EU national state and local law and regulationgoverning telecommunications and the construction and operation of telecommunications Sitesincluding spectrum obligations Further the Company assumes no significant adverse effects resultingfrom political legislative and other regulatory matters including Brexit The Company also assumesthat inflation will not exceed the cap on inflation-linked revenue in the Vodafone MSAs and some ofits other customer contracts

bull Vodafone will fulfill its obligations and service provisions under the Vodafone MSAs Long-TermServices Agreements and Support Agreements and that there are no terminations of any of theseagreements The Company assumes that the services provided under the Long-Term ServicesAgreements will be provided at rates calculated according to charging principles based on cost plus amark-up in line with the Organization for Economic Co-operation and Development transfer pricingguidelines for multinational enterprises and tax administrations It further assumes that charges underthe Support Agreements will be calculated based on the allocation of costs between service recipiententities

bull The Group is able to obtain financing for its capital expenditure at rates comparable to those that itcan currently access

bull There will not be any material changes to the Grouprsquos ground lease cost base as a result of significantchanges in the competitive or legislative landscape which result in material changes to the way in

R-2

which the Group is able to secure its ground leases non-renewal or renewal on commerciallyunattractive terms of its ground leases or as a result of general disputes with landowners

bull The Group implements its cost efficiencies in line with its strategy See ldquo163 Strategyrdquo

bull The roll out of the Grouprsquos tower deployment and decommissioning plans will proceed as describedin this Prospectus The Company further assumes that revenues will be recognized in line with MSAand MNO contract rates and the Relationship Agreement will not be terminated for any reason

bull There are no any significant additional assets entities or equity investments incorporated into theGroup subsequent to the Reorganization nor that there are any divestments from the Group

bull The Grouprsquos separation from Vodafone and its establishment as a new stand-alone mobiletelecommunications tower infrastructure operator will proceed as planned with no significantoperational disruption caused to the underlying business of the Group

The Companyrsquos forecasts for the twelve months ending March 31 2021 and medium term guidanceincluded above do not include the equity investment in Cornerstone

2722 Cornerstone

In the medium term Cornerstone is targeting a revenue (excluding business rates and recharged capitalexpenditure revenue) compound annual growth rate in the low single digits and a Recurring Free Cash Flowcompound annual growth rate in the mid-single digits The key near-term driver is new committed passivetenancies and new build Macro Sites for Vodafone UK and Telefoacutenica UK on which Cornerstone is expectedto invest approximately GBP 130 million through the 12 months ending March 31 2025 This program isexpected to generate GBP 175 million of Adjusted EBITDAaL by the twelve months ending March 31 2026The revenue outlook also includes a small negative impact from the ECC discount mechanism in the MSA

The Company believes that incremental passive tenancies and the BTS commitment will driveCornerstonersquos Adjusted EBITDAaL margin in the near term and that the impact of the ECC and new third-party colocations will drive margins in the medium to long term However Cornerstonersquos medium-term outlookdoes not assume a material contribution from the impact of the ECC

Over the medium term the Company estimates that Cornerstone will incur approximately GBP 10 millionof capital expenditure on one-off set-up costs and efficiency investments approximately GBP 10 million toGBP 20 million of recharged capital expenditure per year and approximately GBP 10 million toGBP 20 million per year in other capital expenditure The Company and Telefoacutenica UK intend to maintaina leverage ratio of between 30x and 40x Net Financial Debt to Adjusted EBITDAaL and to refinance existingloans with third-party financial debt It is expected that Cornerstonersquos leverage ratio will increase to themidpoint of this range as working capital normalizes Cornerstone will maintain this level of leverage with adividend policy of distributing all excess cash and making additional distributions from time to time in order tomaintain leverage (subject to not exceeding the target leverage) The Company expects dividends to increaseover time to approximately 80 of Recurring Free Cash Flow

R-3

Vantage Towers AG · 2021. 3. 15. · Vantage Towers AG Düsseldorf, Germany Price Range: EUR 22.50...

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Transcript of Vantage Towers AG · 2021. 3. 15. · Vantage Towers AG Düsseldorf, Germany Price Range: EUR 22.50...