United Group and Recent Trading Update

AMSTERDAM – Monday, January 20, 2020

United Group B.V. (the “Issuer” and, together with Adria Midco B.V., its direct parent company, and its subsidiaries, and excluding the Vivacom Group, as defined herein, and , “United Group”) announces today a trading update in regard to United Group’s trading for the year ended December 31, 2019, as well as certain trading information for Telecommunications Company EAD (together with its subsidiaries, the “Vivacom Group” or “Vivacom”) for the year ended December 31, 2019, and certain unaudited pro forma financial and other data giving effect to the previously-announced acquisition of Vivacom (the “Vivacom Acquisition”).

On November 7, 2019, United Group announced the Vivacom Acquisition. The Vivacom Acquisition provides United Group with an attractive investment opportunity that strengthens United Group’s scale and leadership across South Eastern Europe, and provides it with material upside potential. We also see significant opportunities to leverage United Group’s experience in focusing customer value propositions on multi-play bundles and driving cross- selling and direct channel strategies that have been successful in other markets. The Vivacom Acquisition increases United Group’s addressable market by approximately 35% in terms of population and more than doubles United Group’s existing subscriber base.

United Group

Based on the preliminary results of United Group’s unaudited management accounts for the year ended December 31, 2019, and other information currently available, we estimate revenue for the period to be between €740 million and €744 million, compared to €636 million for the year ended December 31, 2018. This improvement is attributable to organic business growth and the full-year impact of the acquisitions of Croatia and Direct Media/Pink.

Adjusted EBITDA is estimated to be between €294 million and €298 million for the year ended December 31, 2019, up from €261 million in the prior year. United Group estimates that the last two quarter annualized run-rate Adjusted EBITDA for United Group for the year ended December 31, 2019 will be between €289 million and €293 million.

Cash and cash equivalents on the balance sheet amounted to €254 million as of December 31, 2019.

As of December 31, 2019, United Group had approximately 3,917 thousand revenue- generating units (“RGUs”) compared to 3,788 thousand RGUs as of December 31, 2018. Blended Cable ARPU for the period is estimated to reach between €22.6 and €23.1, compared to €22.0 for the prior year, primarily driven by price increases in the beginning of 2019 and the continued positive impact of subscribers upgrading to multi-play packages. In addition, the Issuer also announced on January 20, 2020 that it had received commitments to extend the maturity date of its existing revolving credit facility and received additional commitments from certain lenders in an aggregate amount equal to €250 million.

Vivacom Group

Based on the estimated preliminary results of Vivacom’s unaudited management accounts for the year ended December 31, 2019, and other information currently available to Vivacom management, revenue for the year is estimated to be between €505 million and €510 million, up from €485 million for the year ended December 31, 2018. The estimated revenue increase is due to the growth in mobile, fixed broadband and fixed pay-TV services revenue.

For the year ended December 31, 2019, Vivacom’s management estimates that Adjusted EBITDA will be between €195 million and €200 million, excluding IFRS 16 effects, compared to €184 million for the twelve months ended December 31, 2018. Vivacom’s annualised Adjusted EBITDA for the six months ended December 31, 2019 is expected to be between €200 million and €205 million, excluding IFRS 16 effects.

As of December 31, 2019, cash and cash equivalents on the balance sheet was €41 million.

As of December 31, 2019, Vivacom had approximately 1,240 thousand homes passed and 2,985 thousand mobile subscribers, compared to 1,187 thousand and 3,073 thousand as of December 31, 2018, respectively.

ARPU, including the effects of IFRS 15, equated to €6.4, up from €5.8 in the previous year, primarily driven by the uptake of premium packages and increased data usage.

Combined Data

We estimate that as of September 30, 2019, United Group, Vivacom and Tele2 Croatia (the “Combined Group”) collectively passed 3.5 million homes and had 9.5 million RGUs and 1.4 million unique subscribers.

Based on unaudited pro forma financial information and the estimated results of Tele2 Croatia, revenue of the Combined Group was €1,440 million for the twelve months ended September 30, 2019, with €313 million of adjusted capital expenditures in the period.

For the twelve months ended September 30, 2019, the last two quarter annualized run-rate adjusted EBITDA for the Combined Group was €570 million.

Cautionary Statement

2 This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall it constitute an offer, solicitation or sale in any jurisdiction in which, or to any persons to whom, such offer, solicitation or sale is unlawful.

The financial data presented above is based on preliminary management accounts and has not been audited, reviewed or verified by United Group’s or the Vivacom Group’s (as applicable) independent auditors, and you should not place undue reliance on it. During the course of the financial statement completion process for the year ended December 31, 2019, items that would require adjustments to be made and which could affect the final results of operations for the periods presented above could be identified. In particular, no assurances can be made that the acquisition of the Vivacom Group or the acquisition of Tele2 Croatia will be completed.

Statements in this press release which are not historical facts are forward-looking statements. All forward-looking statements involve risks and uncertainties which could affect United Group’s actual results and could cause their actual results to differ materially from those expressed in any forward-looking statements made by, or on behalf of, United Group. The forward-looking statements and information contained in this announcement are made as of the date hereof and United Group undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

This announcement is only addressed to and directed at persons in member states of the European Economic Area (the “EEA”) who are “qualified investors” within the meaning of Regulation (EU) 2017/1129 (the “Prospectus Regulation”) and must not be acted on or relied on by other persons in that member state.

This press release is directed only at (i) persons who are outside the United Kingdom or (ii) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2) of the Order or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 in connection with the issue or sale of any securities may otherwise be lawfully communicated or caused to be communicated (all such persons together being referred to as “Relevant Persons”). Any investment activity to which this communication relates will only be available to, and will only be engaged with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents.

MiFID II retail investors, professional investors and ECPs target market - Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as any securities are not available to any retail investor in the EEA.

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