Joint Reasoned Statement of the Management Board and Supervisory Board

Mandatory Publication pursuant to Sections 1 para. 3 sent. 1 no. 2 lit. a, 34, 27, para. 3 sent. 1 and Section 14 para. 3 sent. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz)

Tele Columbus AG Kaiserin-Augusta Allee 108 10553 Berlin Germany

on the

Voluntary Public Takeover Offer (Cash Offer pursuant to Section 29 of the German Securities Acquisition and Takeo- ver Act)

Kublai GmbH Thurn- und Taxis-Platz 6 60313 Frankfurt am Main Germany

to the shareholders of Tele Columbus AG

Tele Columbus Shares: ISIN DE000TCAG172 Tendered Tele Columbus Shares: ISIN DE000TCAG1V0

TABLE OF CONTENTS

1 GENERAL INFORMATION ON THIS JOINT REASONED STATEMENT 1

1.1 Legal Basis of this Reasoned Statement 2

1.2 Factual Basis of this Reasoned Statement 2

1.3 Publication of this Reasoned Statement and Additional Reasoned Statements on Amendments to the Offer 3

1.4 Statement of the Works Council 3

1.5 Personal Responsibility of the Tele Columbus Shareholders 4

2 INFORMATION ABOUT THE COMPANY AND THE TELE COLUMBUS GROUP 5

2.1 Legal Basis; Listing 5

2.2 Share Capital 6

2.3 Business Operations and Strategic Focus of Tele Columbus 6

2.4 Management Board and Supervisory Board of Tele Columbus 7

2.5 Shareholder Structure 8

2.6 Overview of the Tele Columbus Group 8

3 INFORMATION ABOUT THE BIDDER 8

3.1 Overview of the Bidder 8

3.2 Overview of the Business Operations of Morgan Stanley Infrastructure Partners 9

3.3 Group Structure 9

3.4 Persons Acting Jointly with the Bidder within the Meaning of Section 2 Para. 5 WpÜG 11

3.5 Tele Columbus Shares Held by the Bidder or Persons Acting Jointly with the Bidder within the Meaning of Section 2 Para. 5 WpÜG, or Their Respective Subsidiaries, and Voting Rights Attributable to These Persons 12

3.6 Disclosures Concerning Securities Transactions; Irrevocable Undertaking 12

4 INFORMATION ABOUT THE OFFER 13

4.1 Background of the Offer 13

4.2 Authoritative Applicability of the Offer Document 14

4.3 Implementation of the Offer 15

4.4 Subject Matter of the Offer and Offer Price 15

4.5 Acceptance Period 16

4.6 Closing Conditions 16

4.7 Regulatory Clearances 18

4.8 Acceptance and Settlement of the Offer 18

4.9 Financing of the Offer 18

5 TYPE AND AMOUNT OF CONSIDERATION 19

5.1 Type and Amount of Consideration 19

5.2 Statutory Minimum Price 19

5.3 Assessment of the Fairness of the Consideration 20

5.4 Fairness Opinion by ValueTrust 26

5.5 Fairness Opinion by Rothschild & Co 27

5.6 Overall Assessment of the Fairness of the Consideration 28

6 OBJECTIVES AND INTENTIONS PURSUED BY THE BIDDER AS WELL AS THE ASSESSMENT OF THESE OBJECTIVES AND INTENTIONS BY THE MANAGEMENT BOARD AND SUPERVISORY BOARD 28

6.1 Summary of the Bidder's Statements regarding the Background of the Offer and its Intentions 29

6.2 Assessment of the Bidder's Intentions and the Expected Consequences for Tele Columbus 31

7 IMPACT ON TELE COLUMBUS SHAREHOLDERS 37

7.1 Possible Effects of Default of the Minimum Acceptance Threshold 37

7.2 Possible Effects of Accepting the Offer 38

7.3 Possible Effects of Non-Acceptance of the Successful Offer 39

8 INTERESTS OF THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD 41

9 INTENTION TO ACCEPT THE OFFER 42

10 FINAL ASSESSMENT 42

DEFINED TERMS

Adjusted Analyst Price Targets ...... 23 Rights Offering Backstop...... 12 Bidder ...... 1 Rocket Internet ...... 12 BNP Paribas ...... 18 Rothschild & Co ...... 20 Business Day ...... 2 Rothschild & Co Fairness Opinion ...... 26 CET ...... 2 Shareholder Loan Facility Agreement ...... 13 Closing Conditions ...... 15 Statement ...... 1 Company...... 1 Stock Market Multiples ...... 24 DCGK ...... 30 Subsidiaries ...... 2 EUR ...... 2 Supervisory Board ...... 1 Fairness Opinions ...... 27 Tele Columbus ...... 1 Fiber Champion Strategy ...... 7 Tele Columbus Debt Instruments...... 13 Hilbert Management ...... 9 Tele Columbus Group ...... 1 Investment Agreement ...... 13 Tele Columbus Share ...... 1 Irrevocable Undertaking ...... 12 Tele Columbus Shareholder ...... 1 LTM ...... 24 Tele Columbus Shareholders ...... 1 Management Board...... 1 Tele Columbus Shares ...... 1 Minimum Acceptance Threshold...... 16 Three-Month Average Price ...... 19 Morgan Stanley ...... 8 Trading Day ...... 2 Morgan Stanley Controlling Persons ...... 11 Transaction Agreement ...... 9 Morgan Stanley Group ...... 8 Transaction Multiples ...... 25 MSIP ...... 8 United Internet ...... 8 Offer ...... 1 United Internet Controlling Persons...... 10 Offer Consideration ...... 15 United Internet Investments Holding ...... 9 Offer Document ...... 1 United States ...... 4 Offer Price ...... 15 US Shareholders...... 4 OpFCF ...... 24 ValueTrust Fairness Opinion ...... 26 Other Controlling Persons ...... 11 WpÜG ...... 1 Overall Transaction ...... 13 WpÜG-AngebVO ...... 14

LIST OF APPENDICES

Annex 1 Statement of the Competent Works Council

Annex 1 Persons acting jointly with Tele Columbus AG (Subsidiaries of Tele Columbus AG)

Annex 2 ValueTrust Fairness Opinion

Annex 3 Rothschild & Co. Fairness Opinion

1 GENERAL INFORMATION ON THIS JOINT REASONED STATEMENT

Pursuant to Section 34, Section 29, Section 14 para. 2 sent. 1, para. 3 sent. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (the "WpÜG"), Kublai GmbH, a limited liability company (Ge- sellschaft mit beschränkter Haftung) founded under German law, having its registered office in Frankfurt am Main and its business address at Thurn- und Taxis-Platz 6, 60313 Frankfurt am Main, Germany, and registered with the commercial register of the local court (Amtsgericht) Frankfurt am Main under docket number HRB 120105 (the "Bidder"), submitted to the shareholders of Tele Columbus AG, a stock corporation (Aktiengesellschaft) founded under German law, having its registered office in Berlin and its business address at Kaiserin-Augusta-Allee 108, 10553 Berlin, Ger- many, and registered with the commercial register of the local court (Amtsgericht) Charlottenburg under docket number HRB 161349 B ("Tele Columbus", or the "Company", and, together with its subsidiaries, the "Tele Columbus Group"), a voluntary public takeover offer (the "Offer") by publishing the offer document within the meaning of Section 11 WpÜG (the "Offer Document") on 1 February 2021.

The Offer is directed to all shareholders of the Company (the "Tele Columbus Share- holders", individually the "Tele Columbus Shareholder") and refers to the acquisition of all no-par value registered shares held by them (ISIN DE000TCAG172) that are not directly held by the Bidder, each with a notional interest in the share capital of EUR 1.00 and each with all ancillary rights at the time of the execution of the Offer (particularly the respective dividend entitlement) (individually a "Tele Columbus Share" and collectively the "Tele Columbus Shares"), in exchange for payment of EUR 3.25 per Tele Columbus Share (Cash Offer).

The Management Board of the Company (the "Management Board") forwarded the Offer Document to the Supervisory Board of the Company (the "Supervisory Board") and the group works council of Tele Columbus, in its role as the responsible works council, on 1 February 2021 upon its submission by the Bidder pursuant to Section 4 para. 4 sent. 1 WpÜG.

The Management Board and Supervisory Board hereby issue a joint reasoned statement pursuant to Section 27 para. 1 WpÜG (the "Statement") on the Offer. The Man- agement Board and Supervisory Board each resolved unanimously on the Statement on 4 February 2021. Three members of the Supervisory Board abstained from the vote as a precaution to avoid any conflicts of interest (see Section 8 of this Statement for more details). The Management Board and Supervisory Board draw attention to the following with regard to this Statement:

1.1 Legal Basis of this Reasoned Statement

Pursuant to Section 27 para. 1 sent. 1, para. 3 sent. 1 WpÜG, the Management Board and Supervisory Board of the Company must submit and publish a reasoned statement on the Offer and on every one of its amendments without undue delay upon transmis- sion of the Offer Document within the meaning of Section 14 para. 4 sent. 1 WpÜG. The aforementioned provisions of the WpÜG apply pursuant to Section 1 para. 3 sent. 1 no. 2 lit. a, Section 34 WpÜG. The Statement may be issued jointly by the Management Board and Supervisory Board. The Management Board and Supervisory Board have decided in favour of a joint statement with regard to the Bidder's Offer.

Pursuant to Section 27 para. 1 sent. 2 WpÜG, the Management Board and the Super- visory Board must address in particular, (i) the nature and amount of the consideration offered, (ii) the expected consequences of a successful Offer for the Company, the employees and their representatives, as well as for the conditions of employment and the Company's locations, (iii) the objectives pursued by the Bidder by way of the Offer and (iv) the intention of the members of the Management Board and Supervisory Board to accept the Offer, to the extent that they are the holders of the Company's securities.

1.2 Factual Basis of this Reasoned Statement

Unless stated otherwise, references to time in this Statement refer to Central European Time or, if applicable, Central European Summer Time ("CET"). Unless expressly stated otherwise, the term "at the present time" or similar terms – if used in this State- ment – relate to the point in time at which this Statement was published.

References to a "Business Day" in this Statement refer to a day on which banks in Frankfurt am Main, Germany, are open for general business. References to a "Trad- ing Day" refer to a day on which the stock exchange in Frankfurt am Main, Germany, is open for trading. References to "EUR" refer to the currency euro. References to "USD" refer to the currency US dollar. References to "Subsidiaries" refer to subsidiaries within the meaning of Section 2 para. 6 WpÜG.

This Statement contains forecasts, estimates, assessments, forward-looking statements and declarations of intent. Such statements are indicated in particular through expres- sions such as "expects", "believes", "is of the opinion", "intends" and "assumes". Such statements, forecasts, estimates, assessments, forward-looking statements and declarations of intent are based on the information available to the Management Board and Supervisory Board on the date on which this Statement was published and/or reflect their opinions or intentions as at said point in time. These statements are subject to

change following the publication of this Statement. Assumptions may prove to be in- correct in the future. The Management Board and Supervisory Board assume no obligation to update this Statement, unless required by law.

The statements in this document regarding the Bidder and the Offer are based on the statements in the Offer Document and other publicly available information (unless expressly stated otherwise). The Management Board and Supervisory Board point out that they are unable to review or fully review the statements made by the Bidder in this Offer Document and are unable to guarantee the implementation of the Bidder's intentions.

1.3 Publication of this Reasoned Statement and Additional Reasoned Statements on Amendments to the Offer

The Statement and any amendments, along with all statements on any amendments to the Offer, will be published pursuant to Section 27 para. 3 and Section 14 para. 3 sent. 1 WpÜG online on the Company's website at https://www.telecolumbus.com/information-zum-uebernahmeangebot/. In an effort to avoid contact with other people to prevent the spread of coronavirus disease 2019 (COVID-19), no physical copies of this Statement will be available for distribution at the Company's business premises. Instead, the Statement will be published in the German Federal Gazette (Bundesan- zeiger).

The Statement and any amendments, as well as all additional further statements on potential amendments to the Offer, will be published in German; a non-binding Eng- lish translation will also be made available. However, the Management Board and Supervisory Board assume no liability for the correctness and completeness of the English translation. Only the German version applies.

1.4 Statement of the Works Council

Pursuant to Section 27 para. 2 WpÜG, the competent group works council of the Com- pany may provide the Management Board with a statement on the Offer that the Man- agement Board, pursuant to Section 27 para. 2 WpÜG and notwithstanding its obligation under Section 27 para. 3 sent. 1 WpÜG, must annexe to its Statement. The group works council of Tele Columbus decided to submit such statement and forwarded it to the Management Board on 8 February 2021. This is attached to this Statement as Annex 1. The Management Board and the Supervisory Board welcome the fact that the group works council, on basis of the information available to it, supports the envisaged takeover of the shareholder majority by the Bidder/MSIP.

1.5 Personal Responsibility of the Tele Columbus Shareholders

The Management Board and Supervisory Board point out that the description of the Bidder's Offer contained in this Statement does not claim to be complete and that the conditions of the Offer Document apply exclusively with regard to the content and execution of the Offer.

The Management Board and Supervisory Board point out that the statements and assessments in this Statement are non-binding upon Tele Columbus Shareholders. In consideration of the overall circumstances and their individual personal estimate of the future development of the value and share price of the Tele Columbus Shares, each Tele Columbus Shareholder must assess on its own as to whether and, if so, how many of its Tele Columbus it will tender into the Offer.

When deciding whether to accept the Offer, the Tele Columbus Shareholders should use all available sources of information and take their personal circumstances sufficiently into account. In particular, the specific financial or tax-related situation of individual Tele Columbus Shareholders may in some cases lead to assessments deviat- ing from those submitted by the Management Board and Supervisory Board. The Management Board and Supervisory Board therefore recommend to the Tele Colum- bus Shareholders that they consider obtaining independent tax and legal advice and assume no liability for decisions by individual Tele Columbus Shareholders with regard to the Offer.

In Section 1.1 of the Offer Document, the Bidder points out that the Offer will be executed solely in accordance with German law and certain applicable securities law regulations of the United States of America (the "United States"). Furthermore, in Section 1.7 of the Offer Document, the Bidder informs Tele Columbus Shareholders with a place of residence, registered office or habitual abode in the United States (the "US Shareholders") that the Offer is being made in the United States in compliance with certain applicable provisions of the United States securities laws. As stated in Section 1.7 of the Offer Document, the Offer relates to shares in a German company and is subject to the laws of the Federal Republic of Germany on the implementation and publication requirements relating to such an offer. According to the Bidder, these laws differ significantly from the corresponding laws in the United States and other jurisdictions. For example, the payment and settlement procedures are governed by the relevant German laws, which differ from the standard payment and settlement procedures in the United States or other jurisdictions, in particular with regard to the timing of the payment of the consideration.

As stated in Section 1.7 of the Offer Document, neither the Securities and Exchange Commission (SEC) nor any individual state securities commission in the United States has issued a decision approving the Offer or issued a statement regarding the adequacy

or completeness of the Offer Document or any other documentation relating to the Offer. It may be difficult for US Shareholders to assert their rights and claims under United States securities laws, as both the Bidder and Tele Columbus have their registered office outside of the United States and all members of governing bodies of Tele Columbus are based outside the United States. According to Section 1.7 of the Offer Document, US Shareholders may also not be in a position to file suits for violations of US securities regulations against a company with a registered office outside of the United States. Furthermore, there may be problems in enforcing orders of a US court outside of the United States.

The Management Board and Supervisory Board point out that they are unable to check whether the Tele Columbus Shareholders have met all legal obligations that are applicable to them personally upon acceptance of the Offer. In particular, the Management Board and Supervisory Board recommend that all parties who receive the Offer Doc- ument outside the Federal Republic of Germany and/or intend to accept the Offer but are subject to the securities regulations of jurisdictions other than the Federal Republic of Germany inform themselves with regard to these laws and regulations and comply with them accordingly.

2 INFORMATION ABOUT THE COMPANY AND THE TELE COLUMBUS GROUP

2.1 Legal Basis; Listing

Tele Columbus is a stock corporation (Aktiengesellschaft) existing under the laws of Germany with its registered office at Kaiserin-Augusta-Allee 108, 10553 Berlin, Ger- many, and registered with the commercial register of the local court (Amtsgericht) Berlin-Charlottenburg under docket number HRB 161349. It has been founded for an indefinite term. The fiscal year of Tele Columbus is the calendar year.

Pursuant to Section 2 of Tele Columbus's articles of association, the corporate purpose of Tele Columbus comprises the following activities: (i) the acquisition, the holding and managing and the disposal of interests in enterprises of any legal form as well as the assumption of personal liability and the management of trading companies and of interests in enterprises of same or similar kind, (ii) the rendering of multimedia and telecommunication services and the services related thereto, (iii) the activities in the fields of TV, telecommunication and multimedia, (iv) the respective marketing and managing activities and (v) the assumption of responsibility for personnel, in each case in its own name and on its own account and not on behalf of and/or on the account of third parties.

Tele Columbus may directly and indirectly engage in all activities which are suitable for serving the corporate purpose. Tele Columbus may establish branches and other

enterprises in Germany and abroad, even if the purpose of such enterprises is different. Furthermore, Tele Columbus may limit its activities to a part of the fields of activity mentioned above.

The Tele Columbus Shares are admitted to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) as well as on the sub-segment of the regulated market with additional post-admission obligations (Prime Standard). The Tele Columbus Shares are currently listed on the CDAX stock market index.

2.2 Share Capital

Pursuant to Section 4 para. 1 of Tele Columbus' articles of association, the share capital of Tele Columbus amounts to EUR 127,556,251.00 and comprises 127,556,251 registered no-par value shares, each with a notional interest in the share capital of EUR 1.00. Tele Columbus did not have any authorised or conditional capital at the time of publication of this Statement. Tele Columbus does not hold any treasury shares. On 20 January 2021, the extraordinary general meeting of the Company approved (i) an increase of the share capital by up to EUR 191,334,375 and (ii) the cre- ation of an Authorized Capital 2021/I in the amount of up to EUR 63,778,125. Both capital measures will take effect upon their pending entry into the commercial register.

2.3 Business Operations and Strategic Focus of Tele Columbus

2.3.1 General Business Operations

Tele Columbus is the parent company of the Tele Columbus Group.

The Tele Columbus Group is a leading fibre-optic network operator with a reach of more than three million households in Germany. Under the brand name PYÜR, the Tele Columbus Group provides housing associations and end customers throughout Germany with cable TV, high-speed internet and telephony products, as well as more than 250 TV channels on a digital entertainment platform that combines traditional television with video entertainment on demand. The Tele Columbus Group has long- term cooperation agreements with housing associations which enable it to offer its own products to tenants via a proprietary, increasingly fibre-optic-based network that is built into housing units. To its housing association partners, the Tele Columbus Group also offers tailored models of cooperation and state-of-the-art digital services such as telemetric and tenant portals. In the business customer segment, the Tele Co- lumbus Group additionally offers customer-specific services and solutions for companies based on its own fibre-optic network. As a full-service partner for municipali- ties and regional utilities, the Company actively supports the fibre-based infrastructure

and broadband internet expansion in Germany. For its business customers, Tele Co- lumbus also offers carrier services and corporate solutions on its proprietary fibre network.

For the nine-month period of the most recent fiscal year, which ended on 30 Septem- ber 2020, the Tele Columbus Group's revenue stood at EUR 356.89 million, with EBITDA of EUR 167.69 million. Please refer to the periodic statements, particularly the Tele Columbus quarterly statement for the period ended 30 September 2020, for more information on the balance sheet, operating results and material debt instruments. The Bidder's statements in Sections 6.3.2 and 6.3.3 of the Offer Document, including the charts contained therein, are accurate.

2.3.2 Fiber Champion Strategy

In May 2020, the Management Board and Supervisory Board resolved a new strategic orientation for the Tele Columbus Group. Known as the Fiber Champion strategy, the goal of the new strategic orientation is to safeguard the competitive position of Tele Columbus in the highly dynamic broadband market on a sustained basis. The core of the new strategy is the expansion of the fibre-optic network along with an increase in network capacity utilisation by opening the network to other providers (open access). The new strategy rests on three pillars: (i) expanding FTTB/H infrastructure (fibre-to- the-building/home), particularly in multi-storey buildings in urban areas, which prom- ise faster amortisation of upgrade investments thanks to the comparatively low expansion costs, (ii) raising network capacity utilisation by increasing internet penetration in connected residential units with proprietary high-speed internet products and open access and (iii) securing and building on long-term partnerships with housing associations through the offered optical fibre network expansion, allowing tenants to source internet products from different providers (referred to collectively as the "Fiber Champion Strategy"). The goal is to provide approximately 2 million households with gigabit bandwidths via fibre optic networks by 2030, requiring investments of roughly EUR 2 billion in networks over the next 10 years.

2.4 Management Board and Supervisory Board of Tele Columbus

The Management Board of Tele Columbus consists of two members, namely Dr Dan- iel Ritz, Chief Executive Officer (CEO), and Eike Walters, Chief Financial Officer (CFO).

Tele Columbus's Supervisory Board consists of the following six members: Dr Volker Ruloff (Chairman), Michael Scheeren, Claus Beck, Hüseyin Dogan, Dr Susan Hen- nersdorf and Stefan Rasch.

2.5 Shareholder Structure

As stated in the voting rights notifications pursuant to Sections 33 et seq. WpHG that were received by Tele Columbus prior to the date on which the Statement was published and the other shareholder surveys by Tele Columbus, the following Tele Co- lumbus Shareholders hold shareholdings of 3% or more in the target (voting rights pursuant to Sections 33, 34 WpHG):

Shareholders Sharehold- ing United Internet Investments Holding AG & Co.KG ...... 29.90% Rocket Internet SE ...... 13.36% UBS Group AG ...... 3.95% 3D NV ...... 3.44%

2.6 Overview of the Tele Columbus Group

A list of all Subsidiaries of Tele Columbus is attached to this Statement as Annex 2. Pursuant to Section 2 para. 5 sent. 3 WpÜG, these Subsidiaries are considered to be persons acting jointly with Tele Columbus and with each other.

3 INFORMATION ABOUT THE BIDDER

Unless stated otherwise, the Bidder has published the following information in the Offer Document. The Management Board and Supervisory Board have been unable to review or fully review said information. The Management Board and Supervisory Board therefore assume no liability for its correctness.

3.1 Overview of the Bidder

As stated in Section 5 of the Offer Document, the Bidder is an affiliate of funds. Ac- cording to the Bidder, the funds are managed by an indirect subsidiary of Morgan Stanley, Wilmington, Delaware, USA ("Morgan Stanley" and, together with its direct and indirect subsidiaries, the "Morgan Stanley Group"), which is part of the global private infrastructure investment platform Morgan Stanley Infrastructure Partners ("MSIP"). The Bidder states that Morgan Stanley indirectly holds all shares in it at the present time. At the time and subject to the settlement of the Offer, Morgan Stanley and United Internet AG, Montabaur, Germany ("United Internet"), are expected to indirectly jointly hold all shares in the Bidder, with the interest held by United Internet expected to be less than 50% (see also Section 5.3 of the Offer Documents and Section 3.3.2 of this Statement). Please see Section 5.1 of the Offer Document for more information, particularly with regard to the legal basis of the Bidder.

3.2 Overview of the Business Operations of Morgan Stanley Infrastructure Partners

As stated in Section 5.2 of the Offer Document, MSIP was established in 2006 and is a leading global platform for infrastructure investments, with approximately USD 13.5 billion of capital commitments across its three main funds. It is said to employ an established, disciplined process to invest in and manage a diverse portfolio of infrastructure assets predominantly in OECD countries. For further details, please see Section 5.2 of the Offer Document.

3.3 Group Structure

3.3.1 Current Group Structure of the Bidder

The Bidder describes its current group structure in Section 5.3.1 of the Offer Docu- ment. According to the information contained therein, the sole shareholder of the Bid- der is Hilbert Management GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) ("GmbH") under the laws of the Federal Republic of Germany, having its registered office in Frankfurt am Main, Germany ("Hilbert Manage- ment"), the shares of which are held fully by multiple subsidiaries of Morgan Stanley. The Bidder states that Morgan Stanley is publicly listed on the New York Stock Ex- change (ticker symbol: MS) and has a diverse shareholder base comprising institutional investors and retail shareholders, none of whom holds a controlling interest, according to the Bidder. Please refer to Section 5.3.1 of the Offer Document for details regarding the current group structure. In this context, the Management Board and the Supervisory Board also point to a voting rights notification by Morgan Stanley dated 20 January 2021, which was triggered by an intra-group reorganization above the Bidder, but which does not relate to any changes in the participation.

3.3.2 Future Group Structure of the Bidder

The Bidder states in Section 5.3.2 of the Offer Document that pursuant to a transaction agreement (the "Transaction Agreement"), originally concluded between United In- ternet Investments Holding AG & Co. KG, Montabaur, Germany ("United Internet Investments Holding"), Hilbert Management and the Bidder on 21 December 2020, United Internet Investments Holding will become minority shareholder of the Bidder at the time of and subject to the settlement of the Offer. The mechanism of this roll- over is described in detail in Section 7.4.2 of the Offer Document and can be presented in simplified terms as follows: Subject to the condition precedent (aufschiebende Bedingung) of the settlement of the Offer, United Internet Investments Holding will sell all Tele Columbus Shares held by it (i.e. 38,140,000 Tele Columbus Shares, corresponding to approximately 29.90% of the share capital and voting rights in Tele Columbus; see Section 5.5.1 of the Offer Document) to Hilbert Management and will receive shares of an equal value in the Bidder as consideration. The basis for the value

of the shares in the Bidder is the offer price. The Tele Columbus Shares thus sold will be transferred directly to the Bidder. United Internet Investments Holding's ultimate stake in the Bidder depends, inter alia, on the exact acceptance ratio of the Offer, but will under no circumstances exceed a non-controlling interest (<50%).

According to the information in Section 5.3.2 of the Offer Document, United Internet is the sole general partner and sole shareholder of the sole limited partner of United Internet Investments Holding. The shares of United Internet are admitted to trading on the regulated market (regulierter Markt) of the Frankfurt Stock Exchange (Frank- furter Wertpapierbörse). According to Section 5.3.2 of the Offer Document, around 42.47% of the shares in United Internet are held indirectly by Mr Ralph Dommermuth by way of multiple subsidiaries (Ralph Dommermuth, all of the companies named in the three previous sentences and United Internet Investments Holding are collectively the "United Internet Controlling Persons"). According to the Bidder, Mr Dommer- muth therefore controls United Internet by way of a factual majority at the annual general meeting of United Internet. Please refer to Section 5.3.2 of the Offer Docu- ment for details regarding the future group structure. Subject to minor deviations, the Bidder presents the group structure as follows in graphical form in Section 5.3.2:

3.4 Persons Acting Jointly with the Bidder within the Meaning of Section 2 Para. 5 WpÜG

In Section 5.4 of the Offer Document, the Bidder states that (i) both the direct and indirect parent companies of the Bidder belonging to the Morgan Stanley Group (collectively the "Morgan Stanley Controlling Persons") (ii) and, on the basis of certain agreements, the United Internet Controlling Persons are persons acting jointly with the Bidder within the meaning of Section 2 para. 5 WpÜG (United Internet Control- ling Persons and Morgan Stanley Controlling Persons are jointly the "Other Control- ling Persons"). "Persons acting jointly within the meaning of Section 2 para. 5 WpÜG" defines a group of people that is relevant particularly when determining the 11

consideration (particularly with regard to its prior and subsequent acquisitions). Share purchases by persons acting jointly with the Bidder may lead to price adjustments. Please refer to Section 5.4 of the Offer Document for more information and details regarding persons acting jointly with the Bidder.

3.5 Tele Columbus Shares Held by the Bidder or Persons Acting Jointly with the Bidder within the Meaning of Section 2 Para. 5 WpÜG, or Their Respective Sub- sidiaries, and Voting Rights Attributable to These Persons

In Section 5.5, the Bidder states that neither Tele Columbus Shares nor voting rights resulting therefrom are directly or indirectly attributable to the Bidder pursuant to Sec- tion 30 WpÜG and that it holds instruments within the meaning of Section 38 para. 1 sent. 1 no. 2 WpHG corresponding to (i) approximately 29.9% of the share capital and voting rights in Tele Columbus and (ii) approximately 13.36% of the share capital and voting rights in Tele Columbus. These relate to the transfer rights, subject to a condition precedent (aufschiebende Bedingung), resulting from the Transaction Agreement (see Section 3.3.2 of this Statement) and the rights resulting from the Irrevocable Un- dertaking of Rocket Internet (see Section 3.6 of this Statement). For further details, please see Section 5.5 of the Offer Document.

3.6 Disclosures Concerning Securities Transactions; Irrevocable Undertaking

In Section 5.6 of the Offer Document, the Bidder conclusively names the following agreements related to the acquisition of Tele Columbus Shares into which it has entered with persons acting jointly with it within the meaning of Section 2 para. 5 WpÜG, or their subsidiaries, during the period commencing six months prior to the publication of the decision to launch the Offer on 21 December 2020 and ending with the publication of the Offer Document on 1 February 2021:

 Transaction Agreement: Pursuant to the Transaction Agreement (see Section 7.4 of the Offer Document and Section 3.3.2 of this Statement), Hilbert Management, being the direct parent company of the Bidder, has purchased all Tele Columbus Shares held by United Internet Investments Holding (i.e. 38,140,000 Tele Colum- bus Shares, corresponding to approximately 29.90% of the share capital and voting rights in Tele Columbus) at a price of EUR 3.25 per share, subject to the condition precedent (aufschiebende Bedingung) of the settlement of the Offer, and has undertaken vis-à-vis the Bidder to contribute these shares. The Management Board and Supervisory Board point out that they are unaware of the content of this agreement beyond the statements in the Offer Document.

 Rights Offering Backstop: As part of the Investment Agreement, the parties have agreed that Tele Columbus will conduct a rights offering on the basis of the capital increase resolved on 20 January 2021 to generate gross proceeds in the amount of

EUR 475 million as soon as practically possible following the settlement of the Offer (the "Tele Columbus Rights Offering") and that the Bidder will exercise all of the subscription rights to which it is entitled after settlement of the Offer and will subscribe at the subscription price to all newly issued Tele Columbus Shares for which the subscription rights have not been exercised by other Tele Columbus Shareholders, provided the subscription price does not exceed the Offer Consid- eration of EUR 3.25 (the "Rights Offering Backstop").

 Irrevocable Undertaking: On 21 December 2020, the Bidder and Rocket Internet SE, Berlin, Germany ("Rocket Internet"), entered into an irrevocable undertaking, pursuant to which Rocket Internet has irrevocably undertaken to accept the Offer for a total of 17,038,024 Tele Columbus Shares currently held by Rocket Internet (i.e. approximately 13.36% of Tele Columbus' share capital and voting rights) no later than ten Business Days prior to the expiration of the Acceptance Period (the "Irrevocable Undertaking").

Please see Section 5.6 of the Offer Document and the cross references contained therein for more details about these agreements.

4 INFORMATION ABOUT THE OFFER

4.1 Background of the Offer

The implementation of the Fiber Champion Strategy (see Section 2.3.2 of this State- ment) will require network investments of approximately EUR 2 billion over the next 10 years. Tele Columbus accordingly reviewed multiple financing options. Due to the high leverage of Tele Columbus, any such financing would need to stem largely from equity capital, necessitating a major capital increase which would either be subscribed to by the Company's own shareholders or guaranteed through an investor that supports the strategy and has already acquired a controlling interest by way of a takeover offer. The Management Board saw the option of collecting capital from the Company's own shareholders as too uncertain. In light of the highly competitive environment, transaction certainty and speed are of great importance. The Management Board and Super- visory Board therefore decided to find an appropriate investor by way of a competitive, structured bidding process (for more information on the specific details of the process, please see Section 5.3.1 of this Statement). MSIP was successful in this bidding process. On 21 December 2020, Tele Columbus entered into an investment agreement (the "Investment Agreement") with the Bidder, which is indirectly held by MSIP, in which the following key points were agreed:

 Obligation to Submit an Offer: In the Investment Agreement, the Bidder has undertaken to submit a voluntary public takeover offer with the consideration as set

forth in Section 4 of the Offer Document and the closing conditions described in Section 11 of the Offer Document.

 Future Cooperation: By way of (i) the Offer and (ii) the guarantee of the capital increase in the amount of up to EUR 475 million subject to the success of the Offer as agreed in the Rights Offering Backstop (collectively the "Overall Transac- tion"), the Bidder will support Tele Columbus in implementing the Fiber Cham- pion Strategy by establishing a more sustainable capital structure. In addition, be- sides the Investment Agreement, the parties have also entered into a shareholder loan facility agreement subject to condition precedent (aufschiebende Bedingung) of the settlement of the Offer, under which the Bidder provides Tele Columbus with a loan facility in the amount of up to EUR 400 million that can be used under certain circumstances as a bridging loan until the capital increase is performed (the "Shareholder Loan Facility Agreement").

 Support of the Offer: Tele Columbus has undertaken that the Management Board and Supervisory Board of Tele Columbus, subject to, among other things, their fiduciary duties and the diligent and thorough review of the Offer Document as taken into consideration in this Statement, support the present Offer and recommend its acceptance in a separate or joint reasoned statement pursuant to Sec- tion 27 para. 1 WpÜG. This support and recommendation is subject in particular to the condition that (i) an offer from a third party exists that meets certain supe- riority criteria and (ii) the Bidder has not adjusted its offer accordingly ("Bidder's right to match").

 Waiver of Rights to Termination in Financing Contracts: Tele Columbus has undertaken to use its commercially reasonable best efforts to obtain the waivers from lenders and creditors that are necessary to enable Tele Columbus to confirm the "Change of Control Waiver Consent", as provided for and agreed as a closing condition in Section 11.1.2 of the Offer Document. The financing contracts and bond indenture of the Tele Columbus Bond, which are described in Section 6.2.6 of this Statement (collectively the "Tele Columbus Debt Instruments"), provide for a termination option in the event of a change of control, as will occur upon the successful acceptance and execution of the takeover offer.

 Term of the Investment Agreement: The Investment Agreement has a fixed term of two years. In addition, the Investment Agreement provides for a termination right for each party under certain, more precisely defined conditions.

4.2 Authoritative Applicability of the Offer Document

Selected information from the Bidder's Offer is summarised below. Tele Columbus Shareholders should refer to the statements made in the Offer Document for more

information and details (particularly details regarding the offer conditions, the acceptance periods, the acceptance modalities and the rights of withdrawal). The following information merely summarises the information contained in the Offer Docu- ment. The Management Board and Supervisory Board point out that the description of the Offer in the Statement does not claim to be complete and that the conditions of the Offer Document apply exclusively with regard to the content and settlement of the Offer. It is the responsibility of every Tele Columbus Shareholder to independently take note of the Offer Document and to take the individually reasonable measures. The Offer Document has been published by way of announcement online at http://www.faser-angebot.de, by providing copies of the Offer Document free of charge and through an appropriate announcement in the German Federal Gazette (Bundesanzeiger). Within Germany, copies are available free of charge from BNP Paribas Securities Services S.C.A., Frankfurt Branch, Europa-Allee 12, 60327 Frank- furt am Main, Germany, fax: +49 69 1520 5277, email: frankfurt.gct.operations@bnp- paribas.com. Please see Section 1.4 of the Offer Document for further details regarding the publication and distribution of the Offer Document.

4.3 Implementation of the Offer

The Offer is implemented by the Bidder in the form of a voluntary public takeover offer (cash offer) for the acquisition of all Tele Columbus Shares under the laws and regulations of the Federal Republic of Germany, in particular the WpÜG and the Ger- man Regulation on the Content of the Offer Document, the Consideration for Takeo- ver Offers and Mandatory Offers and the Release from the Obligation to Publish and Launch an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegen- leistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots – "WpÜG-An- gebVO"), as well as certain applicable provisions of the United States securities laws. As stated in Section 10.3 of the Offer Document, BaFin approved the publication of the Offer Document by the Bidder on 29 January 2021.

The Management Board and Supervisory Board have not performed a separate, independent review of the Offer with regard to compliance with the material laws and regulations.

4.4 Subject Matter of the Offer and Offer Price

Subject to the conditions in the Offer Document, the Bidder offers to acquire all Tele Columbus Shares (ISIN DE000TCAG172) not held directly by the Bidder, each with a notional interest in the share capital of EUR 1.00 per share and each with all ancillary rights at the time of the settlement of the Offer (particularly the respective dividend entitlement), in exchange for payment of

EUR 3.25 per Tele Columbus Share

(the "Offer Price" or "Offer Consideration").

4.5 Acceptance Period

Pursuant to Section 4.2 of the Offer Document, the period for acceptance of the Offer started with the publication of the Offer Document on 1 February 2021 and will end on 15 March 2021 at 24:00 hours (midnight) (CET). According to the Bidder, the circumstances mentioned in Section 4.3 of the Offer Document, the Acceptance Period may be extended until 12 April 2021 or later. In accordance with Section 4.4 of the Offer Document, and assuming publication of the results of the Offer pursuant to Sec- tion 23 para. 1 sent. 1 no. 2 WpÜG on 18 March 2021, the Additional Acceptance Period as defined by Section 16 para. 2 sent. 1 WpÜG will start on 19 March 2021 and end on 1 April 2021 at 24:00 (midnight) (CET). For further details, please see Section 4.4 of the Offer Document.

4.6 Closing Conditions

The Offer and the agreements with Tele Columbus Shareholders that will be entered into as a result of accepting the Offer will only be implemented in line with Sec- tion 11.1 of the Offer Document if the closing conditions set out in detail in Sec- tion 11.1.1 to Section 11.1.10 of the Offer Document have been fulfilled (the "Closing Conditions"). The Management Board and Supervisory Board are of the opinion that these Closing Conditions are in accordance with the Investment Agreement and correspond to the closing conditions in the context of comparable transactions or take into account legitimate interests of the Bidder. The interests of the Company and the Tele Columbus Shareholders are appropriately taken into account, in particular through the involvement of an independent expert as provided for in Section 11.2 of the Offer Document, who must determine the occurrence of any adverse changes underlying the Closing Conditions in Sections 11.1.5 to 11.1.8 of the Offer Document. Arbitrary invocation of the final non-fulfilment of these conditions is thereby excluded.

4.6.1 Closing Condition "Minimum Acceptance Threshold"

The Management Board and the Supervisory Board, in particular, point to the Closing Condition "Minimum Acceptance Threshold", which is described by the Bidder under Section 11.1.1 of the Offer Document. Accordingly, in simplified terms, the Offer will only be consummated, if prior to expiration of the Acceptance Period the Bidder, under consideration of the securities transactions as described under Section 3.6 of this Statement, reaches the threshold of 50% plus one share (i.e. 63,778,127 of the Tele Columbus-Shares) (the "Minimum Acceptance Threshold"). The Management Board and the Supervisory Board consider the Minimum Acceptance Threshold to be 16

market standard and reasonable. The consequences for the shareholders in the event of default of the Minimum Acceptance Threshold or other Closing Conditions are described in more detail under Section 7.3 of this Statement.

4.6.2 Closing Condition "Change of Control Waiver Consent Confirmation"

The Management Board and Supervisory Board consider the Closing Condition "Change of Control Waiver Consent Confirmation" as described in Section 11.2.2 of the Offer Document to be appropriate. Although this Closing Condition is not com- mon, it is based on the fact that the Tele Columbus Debt Instruments provide for termination rights in the event of a change of control. A change of control is triggered by the settlement of the Offer. Without this closing condition, all Tele Columbus Debt Instruments for which the lenders and creditors exercise their respective termination right would have to be repaid. The total non-current financial liabilities amount to EUR 1.475 billion at present. The Company would not have the funds to service these liabilities even after the implementation of the resolution on capital increase with rights offering passed on 20 January 2021. Refinancing would be uncertain and associated with higher costs. The Company has undertaken vis-à-vis the Bidder to obtain waivers in sufficient number with regard to the termination rights in the event of a change of control (see Section 4.1 of this Statement). The process of obtaining waivers from lenders and creditors started on 1 February 2021. The Management Board and Supervisory Board are confident that the Company will be able to deliver the consent required to meet these Closing Conditions. For creditors, the transaction reduces credit risks because the Company's debt will be reduced. However, the credit terms remain the same. Furthermore, there is an additional fee for the quick submission of the waiver (Consent Fee).

4.6.3 Statement by the Bidder on the Procedure with the Closing Conditions

As set out in Section 11.3 of the Offer Document, the Bidder reserves the right, up until one working day (Werktag) prior to the expiration of the Acceptance Period, to waive one, several or all of the Closing Conditions, including the Minimum Ac- ceptance Rate but excluding the regulatory clearances, to the extent legally possible. Closing Conditions previously validly waived by the Bidder will be presumed to have been fulfilled for the purposes of the Offer. In the event of waiving one, several or all of the Closing Conditions or the reduction of the Minimum Acceptance Rate within the last two weeks before the expiration of the Acceptance Period, the Acceptance Period will be extended by two further weeks pursuant to Section 21 para. 5 WpÜG (i.e. probably until 29 March 2021, 24:00 hours (midnight) (CET)).

If (i) one or several of the Closing Conditions have not been fulfilled or (ii) the Bidder has not effectively waived the respective Closing Conditions, the Offer will expire. Further details regarding the non-fulfilment of Closing Conditions are provided in

Section 11.4 of the Offer Document. Please see Section 11.5 of the Offer Document for details on the publication of the fulfilment, waiver or non-fulfilment of the Closing Conditions.

4.7 Regulatory Clearances

Please see Section 10 of the Offer Document regarding the statements of the Bidder on regulatory approvals and procedures. The Management Board and Supervisory Board assume the approvals will be issued.

4.8 Acceptance and Settlement of the Offer

Under Section 12.2 of the Offer Document, the Bidder refers Tele Columbus Share- holders who wish to accept the Offer within the Acceptance Period to the respective custodian bank or any other securities services company where their respective Tele Columbus Shares are being held with respect to any questions regarding technical settlement. In addition, the Bidder points out under Section 12.10 of the Offer Docu- ment that the acceptance of the Offer is free of fees and expenses for those Tele Co- lumbus Shareholders who hold their Tele Columbus Shares in German custody ac- counts (except for the costs of transmitting the Declaration of Acceptance to the respective custodian bank). With regard to further statements by the Bidder on the acceptance and settlement modalities, please refer to Section 12 of the Offer Document.

4.9 Financing of the Offer

According to Section 13 of the Offer Document, the Bidder has taken the necessary measures to ensure that it will have the financial resources necessary for the full settlement of the Offer at the time at which the claims arising from the Offer Price become due. In this regard, the Bidder provides information under Section 13.1 of the Offer Document on what it considers to be the maximum financing requirement (including transaction costs of EUR 429,557,815.75) and the expected financing requirement (including transaction costs of EUR 305,602,815.75). In each case, the Bidder assumes transaction costs of up to EUR 15,000,000.00. In addition, it states that the deviation of the maximum financing requirement and the expected financing requirement is based on a non-tender agreement between the Bidder and United Internet In- vestments Holding with respect to certain shares and that this is secured by a blocked account agreement. For further details, please see Section 13.1 of the Offer Document. The Management Board and Supervisory Board consider the hedging of the expected financing requirement by the blocked account agreement to be both sufficient and in line with market standards, and consider the Bidder's assumptions regarding the financing requirement to be plausible overall.

The Bidder provides details of the specific measures for covering the maximum and expected financing requirements under Sections 13.2.1 and 13.2.2 of the Offer Docu- ment. Under Section 13.3 of the Offer Document, the Bidder also refers to the financing confirmation required in accordance with Section 13 para. 1 sent. 2 WpÜG, which BNP Paribas S.A. Niederlassung Deutschland, Europa Allee 12, 60327 Frankfurt am Main, Germany ("BNP Paribas"), submitted on 18 January 2021. This letter is attached to the Offer Document as Annex 1 and confirms that the Bidder has taken the necessary measures to ensure that it has the necessary means at its disposal to fully perform the Offer at the time at which the claim becomes due. The Management Board and Supervisory Board have no reason to doubt the propriety of the financing confirmation from BNP Paribas.

The Management Board and Supervisory Board welcome the above findings, as they believe that this ensures sufficient transaction certainty. In addition, the Management Board and Supervisory Board welcome the fact that this financing does not impose any burden on the Company. This is pure shareholder financing. To the knowledge of the Management Board and Supervisory Board, there are no plans for the financing to be assumed by the Company. This would require a domination agreement, which is not intended (see Section 8.5 of the Offer Document).

5 TYPE AND AMOUNT OF CONSIDERATION

5.1 Type and Amount of Consideration

The Bidder offers a consideration for the acceptance of the Offer in the amount of EUR 3.25 in cash for each Tele Columbus Share, in each case with all ancillary rights attached at the time of the settlement of the Offer.

5.2 Statutory Minimum Price

To the extent verifiable by the Management Board and Supervisory Board on the basis of the available information, the Offer Price for the Tele Columbus Shares complies with the provisions of Section 31 WpÜG and Sections 3 et seq. WpÜG-AngebVO on the statutory minimum price, which is determined on the basis of the higher of the following thresholds relevant here:

5.2.1 Prior Acquisitions

Pursuant to Section 31 paras. 1, 2 and 7 WpÜG in conjunction with Section 4 WpÜG- AngebVO, the consideration must at least be equal to the highest consideration provided or agreed to by the Bidder, any persons acting jointly with the Bidder or their respective subsidiaries for the acquisition of Tele Columbus Shares (or the conclusion of corresponding agreements entitling to the acquisition of Tele Columbus shares)

within the last six months prior to the publication of the Offer Document on 1 Febru- ary 2021.

According to information provided by the Bidder in Section 9.1.1 of the Offer Docu- ment, it and persons acting jointly with it or their subsidiaries entered only into the following two agreements regarding securities purchases of Tele Columbus Shares in the period of six months prior to the publication of the Offer Document: (i) the Trans- action Agreement (see Section 3.3.2 of this Statement for more details) and (ii) the Rights Offering Backstop (see Section 3.3.2 of this Statement for more details). Ac- cording to the information provided by the Bidder, the Transaction Agreement is originally dated 21 December 2020 (see Sections 7.4 and 5.6.4 of the Offer Document) and, according to the Bidder, provides for a consideration value of EUR 3.25 per Tele Columbus Share for the transfer of Tele Columbus Shares to the Bidder. The Rights Offering Backstop is also dated 21 December 2020 and stipulates that the subscription price per share must not exceed the Offer Consideration of EUR 3.25. Against this background, the highest price paid for relevant prior acquisitions corresponds to the Offer Consideration.

5.2.2 Three-Month Average Price

Pursuant to Section 31 paras. 1, 2 and 7 WpÜG in conjunction with Section 5 paras. 1 and 3 WpÜG-AngebVO, the Offer Consideration must at least be equal to the weighted average domestic stock exchange price of Tele Columbus Shares during the last three months prior to the publication of the decision to launch the Offer pursuant to Section 10 para. 1 sent. 1 WpÜG (the "Three-Month Average Price").

The Bidder published its decision to launch the Offer on 21 December 2020. Accord- ing to Section 9.1.2 of the Offer Document, BaFin notified the Bidder on 29 Decem- ber 2020 that the Three-Month Average Price on the reference date, 20 Decem- ber 2020, amounted to EUR 2.36 per Tele Columbus Share. The Offer Consideration of EUR 3.25 per Tele Columbus Share exceeds this value.

5.3 Assessment of the Fairness of the Consideration

The Management Board and Supervisory Board have carefully and thoroughly reviewed and analysed the adequacy of the consideration offered by the Bidder for the Tele Columbus Shares from a financial point of view in light of the current strategy and financial planning of the Company, the historical share prices of the Tele Colum- bus Shares and certain other assumptions, information and considerations (including the current geopolitical and macroeconomic situation). In making its independent assessment, the Management Board was advised by ValueTrust Financial Advisors SE, Theresienstraße 1, 80333 Munich, Germany ("ValueTrust"). The Supervisory Board

was advised by Rothschild & Co Deutschland GmbH, Börsenstraße 2-4, 60313 Frank- furt am Main, Germany, ("Rothschild & Co"). The Management Board and Supervi- sory Board expressly point out that their assessment of the fairness of the consideration has been made independently of each other.

The assessment of the fairness of the consideration by the Management Board and Supervisory Board is based on the following deliberations in particular:

 The consideration was validated through a competitive bidding process.

 The consideration includes an attractive premium to the Three-Month Average Price prior to the announcement of the Offer and to the average of the Adjusted Analyst Price Targets.

 The consideration reflects standard market-oriented valuation methods, in particular stock market and transaction multiples.

 The consideration is higher than the value of the Tele Columbus Share based on the discounted cash flow analysis, and in other words higher than the intrinsic value of the share.

5.3.1 Validation of the Consideration through a Competitive Bidding Process

As described in Section 4.1, the Offer and the conclusion of the Investment Agreement were preceded by a competitive bidding process. As part of this process, Tele Columbus approached nine potential investors (including MSIP) in June 2020. Out of these nine potential investors (including MSIP), seven received a process letter for pre-qualification phase as well as a teaser containing further information. Four of the seven potential investors (including MSIP) submitted expression of interest and participated in the actual bidding process together with one other investor who, in the meantime, had expressed its interest to Tele Columbus and was admitted to the process. The bidding process was structured across two phases and took part between July and November 2020. Further information was gradually provided by Tele Columbus, including management presentations. Ultimately, only MSIP proceeded to submit a binding offer that was negotiated with the Company. Simultaneously, negotiations took place between MSIP and United Internet regarding establishing a bidder consortium. The negotiations resulted in the conclusion of the Investment Agreement and the Transaction Agreement on 21 December 2020. In the view of the Management Board and Supervisory Board, this process confirms the fairness of the Offer Consideration. The Offer Consideration is validated by a price competition. No investor was found on the market who was willing to offer a higher price in this highly complex transaction.

5.3.2 Historical Stock Exchange Prices Taking into Account Takeover Premiums

The Management Board and Supervisory Board are of the opinion that the stock exchange price of the Tele Columbus Share is an essential criterion for assessing the fairness of the consideration on the basis of the Offer Price. Tele Columbus Shares are admitted to trading on the regulated market segment (regulierter Markt) of the Frank- furt Stock Exchange (Frankfurter Wertpapierbörse) with simultaneous admission to the sub-segment of the regulated market with additional post-admission obligations (Prime Standard) of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). The Tele Columbus Shares are traded, among other places, on XETRA, the electronic trading system of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) and are included in the stock index CDAX. The Management Board and Supervisory Board are further of the opinion that trading in Tele Columbus Shares was functioning with sufficient free-float and an adequate trading volume in the relevant period under review.

(a) Historical Stock Exchange Prices

In order to assess the fairness of the consideration on the basis of the Offer Price, the Management Board and Supervisory Board have therefore used, inter alia, the historical stock exchange prices of the Tele Columbus Share, which are also shown in Sec- tion 9.2 of the Offer Document.

The stock exchange price of the Tele Columbus Share increased substantially in the trading days immediately preceding the publication of the decision to make the Offer on 21 December 2020, without any corresponding movement in the valuation level of the broader German stock market as measured by relevant stock market indices (e.g. DAX, MDAX, SDAX, CDAX) and without any concurrent relevant press releases by Tele Columbus or any other concurrent news flow that would explain such share price increases. Against this background, the Management Board and Supervisory Board believe that the share prices during the trading days immediately preceding the publication of the decision to make the Offer on 21 December 2020 do not represent en- tirely unaffected share prices for the purposes of determining the unaffected premium implied in the Offer Consideration. The Management Board and Supervisory Board therefore consider the closing share price on 7 December 2020, the last trading day prior to the publication of the invitation to the ordinary shareholders' meeting of Tele Columbus in 2020, as the last stock exchange trading day on which the price of the Tele Columbus Share was unaffected. The invitation was published together with an announcement that an update would be provided in 2020 on how the Fiber Champion Strategy was to be financed and how a sustainable capital structured was to be created. This very likely led to price speculation on the market.

Based on the stock exchange prices (source of XETRA closing prices: http://www.bo- erse-frankfurt.de) of the Tele Columbus Shares prior to the publication of the decision to make the Offer on 21 December 2020, the Offer Consideration for each Tele Co- lumbus Share of EUR 3.25 includes the following premiums:

 The stock exchange price (XETRA closing price) on 7 December 2020, the last trading day prior to the publication of the invitation to the ordinary shareholders' meeting of Tele Columbus in 2020, amounted to EUR 2.30. Based on this stock exchange price, the Offer Consideration includes a premium of EUR 0.95, or 41.3%.

 The stock exchange price (XETRA closing price) on 18 December 2020, the last trading day prior to publication of the decision to make the Offer, amounted to EUR 2.87. Based on this stock exchange price, the Offer Consideration includes a premium of EUR 0.38, or 13.2%.

 The Three-Month Average Price (XETRA closing price) on 20 December 2020 amounted to EUR 2.36. Based on this stock exchange price, the Offer Considera- tion includes a premium of EUR 0.89, or 37.5%. If the Bidder refers to a premium of 37.7% under Section 9.2 of the Offer Document, the discrepancy in the values is due to rounding differences.

(b) Information on the Takeover Premium

Since 2005, the average takeover premium for cash offers for company mergers in Germany – based on the average stock market price during a period of three months prior to the announcement of the respective transaction – has been around 19.4%. As the surcharges shown indicate, the premium to the Three-Month Average Price included in the Offer Price is above the average of the takeover premiums paid in previous cash offers in Germany.

In addition, the average takeover premium for acquisitions of European companies in the telecommunications sector – based on the stock market price prior to the announcement of the respective transaction – has been around 21.0% since 2014. As the surcharges shown indicate, the premium to the unaffected stock market price included in the Offer Price is above the analysed industry average.

5.3.3 Assessment by Financial Analysts

In assessing the fairness of the Offer Price, the Management Board and Supervisory Board have also taken into account the most recent price targets for the Tele Columbus Share issued by financial analysts prior to the announcement of the Bidder's decision to make the Offer on 21 December 2020.

The Management Board and Supervisory Board point out that some of the analysts already explicitly include or mention a possible M&A scenario as part of their recommendation and setting of the price target. In those cases where analysts have explicitly factored a possible M&A scenario into their price target and also name a stand-alone value for the Company, the Management Board and Supervisory Board consider the expected price target on a stand-alone basis to be authoritative (the "Adjusted Analyst Price Targets").

The following table provides an overview of the Adjusted Analyst Price Targets, which average at EUR 2.69 per Tele Columbus Share. Based on the average, the Offer Price of EUR 3.25 includes a surcharge of EUR 0.56, or 20.7%.

Adjusted Analyst Price Targets prior to the announcement of the Bidder's decision to make the Offer (by institution, in alphabetical order)

Institution Date Price target (EUR) Bankhaus Lampe 13 November 2020 3.50 Barclays 16 November 2020 3.30 Commerzbank 13 November 2020 2.90 Goldman Sachs 13 November 2020 2.25 Hauck & Aufhäuser 16 November 2020 1.70 JPMorgan 8 December 2020 2.90 New Street Research 30 June 2020 2.30 Average 2.69

The Management Board and Supervisory Board point out that the price targets determined by financial analysts are generally 12-month targets – in other words, an estimate of the stock market price prevailing one year after the report is prepared. This underlines the attractiveness of the Offer, which in contrast offers shareholders a se- cure and timely realisation of value at an Offer Price above the average of the analysts' 12-month price target.

5.3.4 Valuation Based on Multiples of Comparable Publicly Traded Companies

In the opinion of the Management Board and Supervisory Board, the fairness of the consideration is a result of a valuation based on multiples, among other factors. As part of this valuation method, a comparison was made with comparable publicly traded companies ("Stock Market Multiples").

European cable network operators such as Euskaltel, S.A., Liberty Global plc, NOS or Telenet Group Holding NV, among others, were used as comparable companies. For the valuation, a number of financial ratios were evaluated, including operating margins, investment ratios and growth rates of Tele Columbus and the comparable companies for the years 2020 to 2022. EBITDA and operating free cash flow multiples

(operating free cash flow, defined as EBITDA less gross investment; "OpFCF") for the years 2020, 2021 and 2022 were applied as the company valuation approach. This resulted in an average EBITDA multiple between 7.9x and 8.2x and an average OpFCF multiple between 16.0x and 18.1x (source: Capital IQ).

 Based on the unadjusted EBITDA of Tele Columbus, for the period of the last twelve months ("LTM") as of the last quarter end prior to the publication of the decision to make the Offer, 30 September 2020, in the amount of approximately EUR 226.9 million, the consideration of the Offer to the Tele Columbus Sharehold- ers commented on herein corresponds to an LTM EBITDA multiple of 8.1x. Ac- cordingly, although the Offer Consideration is within a fundamentally reasonable range, it is of only limited significance due to the influence of possible effects resulting from the transition to lease accounting in accordance with IFRS 16 and different capitalisation policies on the benchmark companies and the Company, with the result that the unadjusted EBITDA multiple can only be attributed subordinate significance.

 Based on the more significant LTM OpFCF of Tele Columbus as at 30 September 2020 in the amount of approximately EUR 76.7 million, the consideration corresponds to an LTM OpFCF multiple of 23.9x and is therefore notably higher than the range of comparable companies.

The Management Board and Supervisory Board point out that there are different sources and calculation methods for stock market multiples, which means that if other sources and/or other calculation methods are used, the determined values could devi- ate from those mentioned above.

5.3.5 Valuation on the Basis of Multiples of Prior Reference Transactions

The Management Board and Supervisory Board have also taken into account a comparison of the LTM OpFCF multiple implied by the Offer Price with the implied OpFCF multiples of prior comparable reference transactions ("Transaction Multi- ples").

The median OpFCF transaction multiples for selected comparable cable transactions from the perspective of the Management Board and Supervisory Board is around 19.3x (source: Capital IQ, MergerMarket).

 Based on the LTM OpFCF of Tele Columbus as at 30 September 2020 in the amount of approximately EUR 76.7 million, the consideration of the Offer to the Tele Columbus Shareholders referred to here corresponds to an LTM OpFCF multiple of 23.9x and is therefore above the range of reference transactions.

The Management Board and Supervisory Board point out that there are different sources and calculation methods for transaction multiples, which means that if other sources and/or other calculation methods are used, the determined values could devi- ate from those mentioned above.

5.3.6 Valuation Based on the Discounted Cash Flow Method

The Management Board and the Supervisory Board have each satisfied themselves, within the framework of independent analyses and taking into account the analyses carried out separately by ValueTrust and Rothschild & Co. respectively (as described in Sections 5.4 and 5.5 of this Statement), that the Offer Price – on the basis of what the Management Board and Supervisory Board consider to be realistic assumptions and taking due account of the opportunities and risks inherent in the business planning – is above the value ranges determined on the basis of discounted cash flow analyses and therefore appropriately reflects the value of the Company.

The current stand-alone planning underlying the discounted cash flow analyses reflects the current planning of the Company and does not take into account the capital measures planned as part of the intended transaction. The planning therefore continues to include the operating risks and, in particular, the financial risks resulting from Tele Columbus' current high level of indebtedness and the rating of B- (source: S&P Global Ratings). The above risks were taken into account in deriving the value per share. The value per share calculated on the basis of the discounted cash flow method is lower than the Offer Price.

5.4 Fairness Opinion by ValueTrust

The Management Board appointed ValueTrust to prepare an opinion on the financial fairness of the offered consideration in accordance with the fairness opinion standards "Fairness Opinions für Vorstand und Aufsichtsrat von Ziel- und Bietergesellschaften" (fairness opinions for management boards and supervisory boards of target and bidder companies), published by the Fairness Opinions expert group of the Deutsche Ver- einigung für Finanzanalyse und Asset Management (German association of financial analysts and asset management; as amended in November 2008) for the Management Board (the "ValueTrust Fairness Opinion"). The purpose of the ValueTrust Fairness Opinion is to assist the Management Board in judging the financial fairness of the consideration.

In the ValueTrust Fairness Opinion, ValueTrust concludes that the consideration per Tele Columbus Share offered by the Bidder in accordance with the Offer Document is financially fair, subject to the assumptions and limitations contained therein as at the point at which the fairness opinion was prepared. The opinion letter summarising the results of the fairness opinion is enclosed with this Statement as Annex 3.

The Management Board analysed the ValueTrust Fairness Opinion in depth, discussed the results of the fairness opinion with representatives of ValueTrust at length and performed an independent critical assessment.

The ValueTrust Fairness Opinion refers exclusively to the financial fairness of the Offer Price for the Tele Columbus Shareholders (with the exception of the Bidder, its affiliates or persons acting jointly with the Bidder) on the date the ValueTrust Fairness Opinion was published. It does not concern any other aspects of the Offer and does not provide any recommendations as to whether a Tele Columbus Shareholder should submit their shares for sale within the scope of the Offer or not. The Management Board notes explicitly that ValueTrust has submitted the ValueTrust Fairness Opinion exclusively to inform and assist the Management Board in its assessment of the Offer. The ValueTrust Fairness Opinion is not addressed to third parties and does not give rise to any third-party rights. ValueTrust is not liable to third parties regarding the ValueTrust Fairness Opinion. ValueTrust receives a market-standard remuneration from Tele Columbus in return for its services as appointed financial advisor to Tele Columbus in the context of the Bidder's Offer.

Based on its own experiences, the Management Board of Tele Columbus has verified the plausibility and fairness of the processes, methods and analysis applied by Val- ueTrust.

5.5 Fairness Opinion by Rothschild & Co

The Supervisory Board appointed Rothschild & Co to prepare an opinion on the financial fairness of the offered consideration (the "Rothschild & Co Fairness Opin- ion"). The purpose of the Rothschild & Co Fairness Opinion is to assist the Supervi- sory Board in judging the financial fairness of the consideration.

In the Rothschild & Co Fairness Opinion, Rothschild & Co concludes that the consideration per Tele Columbus Share offered by the Bidder in accordance with the Offer Document is fair from a financial perspective as at the point at which the Rothschild & Co Fairness Opinion was prepared and subject to the assumptions and limitations. The opinion letter summarising the results of the Rothschild & Co Fairness Opinion is enclosed with this Statement as Annex 4.

The Supervisory Board analysed the Rothschild & Co Fairness Opinion in depth, discussed the results of the Rothschild & Co Fairness Opinion with representatives of Rothschild & Co at length and performed an independent critical assessment.

The Rothschild & Co Fairness Opinion refers exclusively to the financial fairness of the Offer Price for the Tele Columbus Shareholders (with the exception of the Bidder, its affiliates or persons acting jointly with the Bidder) on the date the Rothschild & Co Fairness Opinion was published. It does not concern any other aspects of the Offer 27

and does not provide any recommendations as to whether a Tele Columbus Share- holder should submit their shares for sale within the scope of the Offer or not. The Supervisory Board notes explicitly that Rothschild & Co has submitted the Roth- schild & Co Fairness Opinion exclusively to inform and assist the Supervisory Board in its assessment of the Offer. The Rothschild & Co Fairness Opinion is not addressed to third parties and does not give rise to any third-party rights. Rothschild & Co is not liable to third parties regarding the Rothschild & Co Fairness Opinion. Roth- schild & Co receives a market-standard remuneration from Tele Columbus in return for its services as appointed financial advisor to Tele Columbus in the context of the Bidder's Offer.

Based on its own experiences, the Supervisory Board of Tele Columbus has verified the plausibility and fairness of the processes, methods and analysis applied by Roth- schild & Co.

5.6 Overall Assessment of the Fairness of the Consideration

The Management Board and Supervisory Board analysed the fairness of the Offer Consideration in depth. The Management Board and Supervisory Board drew on their own respective conclusions. The Management Board also acknowledged the content of the ValueTrust Fairness Opinion and the Supervisory Board acknowledged the content of the Rothschild & Co Fairness Opinion (collectively the "Fairness Opinions") and verified the plausibility of the methods applied by their respective financial advisors based on their own experiences and expertise.

Based on the overall assessment of the aforementioned aspects, the overall circumstances of the Offer and the Fairness Opinions the Management Board and Supervi- sory Board based their assessments on, the Management Board and Supervisory Board consider the Offer Price to be financially attractive and come to the following conclusion, independently of one another, on the fairness of the Offer Consideration as defined in Section 31 para. 1 WpÜG:

The Management Board and Supervisory Board consider the Offer Price to be fair as defined in Section 31 para. 1 WpÜG. The Offer Price meets legal requirements and, in the view of the Management Board and Supervisory Board, reflects the value of the Company.

6 OBJECTIVES AND INTENTIONS PURSUED BY THE BIDDER AS WELL AS THE ASSESSMENT OF THESE OBJECTIVES AND INTENTIONS BY THE MANAGEMENT BOARD AND SUPERVISORY BOARD

The Bidder explains the background of the Offer and its financial and strategic moti- vations in Section 7 of the Offer Document. The Bidder's and the Other Controlling Persons' intentions with regard to Tele Columbus are presented in Section 8 of the 28

Offer Document. Tele Columbus Shareholders are advised to read these sections carefully. In the following section, the Management Board and Supervisory Board (i) provide a comprehensive summary – with no guarantee of completeness – of the background of the Offer as presented in the Offer Document (see Section 6.1.1 of this Statement for further details) and the intentions of the Bidder also presented in this section (see Section 6.1.2 of this Statement for further details) and (ii) subsequently comment specifically on the assessment of the Bidder's intentions as well as on the expected consequences for Tele Columbus, the employees and their representatives, the employment conditions and the sites (see Section 6.2 of this Statement for further details).

6.1 Summary of the Bidder's Statements regarding the Background of the Offer and its Intentions

6.1.1 Statements provided by the Bidder regarding the financial and strategic background of the Offer

In Section 7.1 of the Offer Document, the Bidder states that it intends, by way of the Offer combined with the subscription of Tele Columbus Shares from the Tele Colum- bus Rights Offering (see also the overall presentation of the transaction in Section 4.1 of this Statement), to strengthen the business of the Tele Columbus Group and assist Tele Columbus in implementing the Fiber Champion Strategy. In this context, the Bidder refers, with further statements in Section 7.2 of the Offer Document, to the Investment Agreement. The Bidder explains the Shareholder Loan Facility Agreement in Section 7.3 of the Offer Document (see Section 4.1 of this Statement for further details).

In describing the background of the Offer, the Bidder also describes the Transaction Agreement with United Internet Investments Holding, which predominantly lays out the terms of the non-controlling interest (<50%) of United Internet Investments Hold- ing in the Bidder subject to the condition precedent (aufschiebende Bedingung) of the settlement of the Offer and the transfer of the Tele Columbus Shares held by United Internet Investments Holding to the Bidder. For further details, please see Section 7.4 of the Offer Document.

Furthermore, the Bidder describes in this context a shareholders' agreement between Hilbert Management and United Internet Investments Holding, which, for a term of 25 years, governs the terms under which the parties involved in the Bidder intend to structure their joint direct shareholding in Tele Columbus, particularly in reference to certain governance and withdrawal rights. For further details, please see Section 7.5 of the Offer Document. In addition, the Bidder explains in Section 7.6 that it is not obliged to submit a compulsory offer.

6.1.2 Intentions of the Bidder and Other Controlling Persons

The intentions of the Bidder and the Other Controlling Persons acting jointly with the Bidder are set out in detail in Section 8 of the Offer Document, to which we refer extensively. In summary (and without any guarantee of completeness), the stated intentions of the Bidder and Other Controlling Persons are as follows:

 Future Business Operations: Pursuant to its obligation as part of the Investment Agreement, the Bidder intends to provide full strategic and financial support to the Fiber Champion Strategy of Tele Columbus, which aims to establish the Company as the leading provider and operator of open-access FTTB/H infrastructure in Ger- many.

 Use of Assets: The Bidder intends, pursuant to its obligation in the Investment Agreement, to generally refrain from selling material business units of the Tele Columbus Group or altering or discontinuing the company name and/or Tele Co- lumbus Group brands.

 Future Obligations: The Bidder notes that the Tele Columbus Debt Instruments include rights to termination in the event of a change of control. The Bidder specifically notes in this regard that, with the Rights Offering Backstop and the Share- holder Loan Facility Agreement, it intends to provide Tele Columbus with financial resources intended to partially repay liabilities to certain creditors who have not waived their rights to termination as a result of the change of control.

 Impact on Tele Columbus' Governing Bodies: The Bidder states that it has full trust and confidence in the current members of Tele Columbus' Management Board and that, pursuant to its obligation in the Investment Agreement, it has no intention to cause or initiate a change of the composition of the Management Board. There are also no plans to change the size of the Supervisory Board. The Bidder states that, upon settlement of the Offer, it intends to be represented on Tele Columbus' Supervisory Board in a manner that appropriately reflects its shareholding. With reference to the shareholders' agreement, the plan is to appoint the Chairman of the Supervisory Board from Hilbert Management and the Deputy Chairman of the Supervisory Board from United Internet Investments Holding. The Bidder intends to take the principles and recommendations of the German Corporate Governance Code (Deutscher Corporate Governance Kodex, "DCGK") into suitable account in the composition of the Supervisory Board.

 Employees, Employment Conditions and Employee Representatives of Tele Co- lumbus: The Bidder, pursuant to its obligation in the Investment Agreement, does not intend to change, either itself or indirectly, the existing employment conditions

and the organisations of the employee representatives of Tele Columbus and its subsidiaries in the ordinary course of business.

 Tele Columbus' Headquarters, Sites and Locations: The Bidder, pursuant to its obligation under the Investment Agreement, intends not to initiate the relocation of the headquarters, sites and locations of the Tele Columbus Group.

 Structural Measures: The Bidder states that it is not reliant on the conclusion of a domination and/or profit transfer agreement with Tele Columbus following the settlement of the Offer for the financing of the Offer or for any other reasons and does not intend to enter into such an agreement. The Bidder refers to (i) delisting Tele Columbus, (ii) merging Tele Columbus with the Bidder and (iii) performing a squeeze-out as structural measures after completion of the offer which may be envisaged in future but which are still to be examined in detail.

6.2 Assessment of the Bidder's Intentions and the Expected Consequences for Tele Columbus

The Management Board and Supervisory Board have carefully and extensively reviewed the Bidder's intentions as presented in the Offer Document. A large majority of the intended measures and objectives have been agreed as part of the Investment Agreement after intensive negotiations. In this context, the Management Board and Supervisory Board confirm that the intentions stated in the Offer Document are consistent with the Investment Agreement and expressly welcome the clarity and stable foundations this provides for the future partnership. As a result, the Management Board and Supervisory Board are of the view that the intentions declared in the Offer and the possible consequences are of benefit to the future of Tele Columbus and its business activities, which is why they endorse them.

6.2.1 Consequences of a Successful Offer for Tele Columbus – in Particular the Implemen- tation of the Fiber Champion Strategy and the Achievement of a More Sustainable Capital Structure

The Management Board and Supervisory Board consider the success of the Offer and the associated equity investment through the capital increase with rights offering as the only option when it comes to implementing the Fiber Champion Strategy (see Section 4.1 of this Statement for further details). In addition, the Management Board and Supervisory Board refer once again to the immense importance of the Fiber Champion Strategy and its realisation in safeguarding the competitiveness of Tele Co- lumbus (see Section 2.3.2 of the Statement). Against this backdrop, the Management Board and Supervisory Board welcome the fact that the Bidder not only considers the Tele Columbus Fibre Champion strategy to be correct, but that it will also be financially supporting it. In particular, the Management Board and the Supervisory Board

also welcome the guarantee of a capital increase with rights offering with a volume of EUR 475 million that was agreed in the Backstop Agreement and is subject to the condition precedent (aufschiebende Bedingung) of the settlement of the Offer as well as the commitment to provide additional equity of up to EUR 75 million, insofar as it is necessary to further finance the Fiber Champion Strategy.

The Fiber Champion Strategy is validated through the support from MSIP, an infrastructure investor with a long-term investment horizon that has already invested successfully in a wide range of infrastructure projects. The Management Board and Su- pervisory Board are convinced that Tele Columbus can profit from MSIP's expertise in the further realisation of the Fiber Champion Strategy. Furthermore, the Manage- ment Board and Supervisory Board also believe that MSIP has the necessary experi- ence to close this complex transaction quickly and successfully, as shown in particular by MSIP's successful settlement of prior transactions in the German infrastructure sector (takeover of VTG AG in 2018/2019 and establishment of majority shareholding in PNE AG by public takeover offer in 2020).

Lastly, MSIP also has the support of the previous major shareholder, United Internet, which will have a shareholding in the Bidder should the Offer be settled. This arrange- ment and cooperation is the only way to realise the transaction at all.

Another particularly positive aspect in the Management Board and Supervisory Board's view is that the Bidder intends to continue operating Tele Columbus as an independent company. Pursuant to the Investment Agreement, the Bidder does not intend to either initiate or support the sale or disposal of material business units of the Tele Columbus Group, unless this takes place in accordance with the current or future business strategy developed by the Management Board. Preserving Tele Columbus and its current activities is at the heart of the Fiber Champion Strategy. Given the dynamic development of the market environment, the Management Board and Super- visory Board also consider it fair that the Bidder expects a certain degree of flexibility from the Management Board to openly and objectively discuss any potential future proposals from the Bidder on the sale of assets or other changes in the Tele Columbus business strategy. The Management Board and Supervisory Board also welcome the fact that the Bidder intends (i) not to cause Tele Columbus or a member of the Tele Columbus Group to change its name after settling the Offer, (ii) not to cause Tele Columbus to change or give up the Tele Columbus Group brand as an independent brand and (iii) to assist the Tele Columbus Group to further increase the awareness of its brand, insofar as this is consistent with the business strategy defined by the Man- agement Board. In this context the Management Board and Supervisory Board draw particular attention to the fact that the PŸUR brand has a growing presence on the market and is also being increasingly associated with service quality.

6.2.2 Impact on Tele Columbus' Governing Bodies

The Management Board and Supervisory Board welcome the fact that the Bidder intends, in accordance with the Investment Agreement and as presented in the Offer Document, for the current members of the Management Board to remain in office and, given the intention to refrain from concluding any domination and/or profit transfer agreement, for the management of Tele Columbus to continue to manage the Compa- ny's affairs independently and on its own responsibility – subject to any potential merger into the Bidder – in accordance with Section 76 of the German Stock Corporation Act (Aktiengesetz). In the view of the Management Board and Supervisory Board, continuity in the composition of the Management Board is an important foundation for systematically implementing and maintaining the Fiber Champion Strategy.

Given the belief of the Management Board and Supervisory Board that the current Tele Columbus governance structure is working well, both consider the Bidder's intention to generally maintain the Supervisory Board at its current size to be a positive factor. In view of the dynamic market environment, the Management Board and Su- pervisory Board consider it fair that the future shareholders of the Bidder can reason- ably request discussion on the possibility of expanding the Tele Columbus Supervi- sory Board. The Management Board and Supervisory Board consider it logical and fair that the Bidder aims to achieve Supervisory Board representation commensurate to its shareholding and that the Bidder's shareholders have already reached a corresponding agreement. A particularly positive factor in the Management Board and Su- pervisory Board's view is that the Bidder intends to take the principles and recommendations of the DCGK into sufficient account. In terms of the composition of the Su- pervisory Board, it is therefore expected that the appointment of a sufficient number of independent Supervisory Board members (see recommendation C.6 DCGK) can continue to be assumed following the settlement of the Offer.

6.2.3 Impact on the Headquarters, Sites and Locations

As part of efforts to maintain continuity at the Tele Columbus Group, the Management Board and Supervisory Board welcome the fact that the Bidder does not intend, pursuant to the Investment Agreement, (i) to cause Tele Columbus to relocate its corporate seat or headquarters away from Berlin, Germany, (ii) to cause any other Tele Columbus Group company to close or relocate its corporate seat or headquarters and (iii) to cause Tele Columbus to close or relocate sites belonging to material business units of the Tele Columbus Group.

6.2.4 Possible Consequences for Employees, Employment Conditions and Employee Rep- resentatives

The Management Board and Supervisory Board consider a competent and committed workforce to be an integral part of the current and future success of Tele Columbus Group as a business, which is why the Management Board and Supervisory Board particularly welcome the fact that the Bidder has committed, pursuant to the Invest- ment Agreement, to not altering the existing employment conditions and the organisations of the employee representatives at Tele Columbus and its subsidiaries and to not implementing any measures that significantly change the aforementioned circumstances. The Management Board and Supervisory Board note positively that the Bid- der in this context emphasizes in particular its intention to adhere to employee co- determination and not to cause Tele Columbus to modify existing shop and collective bargaining agreements/incentive schemes. The Management Board and Supervisory Board also welcome the fact that the Bidder does not intend to work towards redun- dancies of employees. On the contrary, the Management Board and Supervisory Board actually expect the implementation of the Fiber Champion Strategy to have an indirect impact on securing jobs.

The Management Board and Supervisory Board note that the settlement of this Offer does not have any direct impact on the employees of the Tele Columbus Group, their employment conditions or rights and the legal obligations held in respect of them. All current employment relations will continue to exist with the respective Tele Columbus Group companies without the Offer triggering a transfer of business. The settlement of the Offer also has no impact on the organisations of employee representatives and committees formed under works constitution law.

6.2.5 Possible Structural Measures and their Consequences

(a) Domination and/or Profit Transfer Agreement

The Management Board and Supervisory Board welcome the Bidder's intention not to conclude a domination and/or profit transfer agreement with Tele Columbus, as this intention (subject to other measures) ensures that the Management Board generally remains responsible for the business and enables the efficient pursuit of the Fiber Champion Strategy.

(b) Delisting

The Management Board and Supervisory Board generally consider the delisting of the Tele Columbus Shares potentially envisaged by the Bidder to be a reasonable option, even if this decision – as the Bidder itself emphasises – must be made dependent on the respective market environment. The Management Board and Supervisory Board

also consider the Bidder's emphasised intention to only pursue delisting if the consideration for a resulting delisting offer pursuant to Section 39 para. 2 WpÜG does not exceed the Offer Consideration to be financially reasonable and fair. If the Bidder intends to perform a delisting offer, the Management Board and Supervisory Board will support the bidder within the scope of their corporate fiduciary duties.

The Management Board and Supervisory Board acknowledge that the Bidder also intends to review a merger with and into the Bidder pursuant to the German Transfor- mation Act (Umwandlungsgesetz ) ("UmwG"). A merger would be subject to a merger agreement. The Bidder is unable to perform this measure alone and must offer an additional cash exit compensation pursuant to Section 29 UmwG. The merger would automatically result in delisting, as the legal form would change from a stock corporation (Aktiengesellschaft) to a limited liability company (Gesellschaft mit beschränkter Haftung). Strict requirements in this context would make transferring shares extremely difficult. Should the Bidder contact the Management Board and Su- pervisory Board with the wish to complete a merger, the Management Board and Su- pervisory Board will review the consequences for the remaining shareholders and the Company in detail. The following criteria are expected to play a role: (i) the portion of share capital attributable to third-party shareholders, (ii) the amount of the exit compensation on the offer and (iii) the consequences for the Company and its employees. If the Investment Agreement were to continue to apply at this time, the merger must not result in a change of the agreed intentions of the Bidder as presented in Sec- tion 8 of the Offer Document, particularly in terms of the continuation of the company strategy. A merger must not have any material disadvantages for the Company, its third-party shareholders and its employees.

(d) Squeeze-Out

The Management Board and Supervisory Board consider a squeeze-out to be financially sound, should the Bidder reach a certain shareholding that would allow such a squeeze-out of third-party Tele Columbus Shareholders. There is not likely to be much liquidity in trading Tele Columbus Shares if such thresholds are reached and, in the opinion of the Management Board and Supervisory Board, the Tele Columbus Share- holders will be sufficiently protected by legal requirements, particularly appraisal proceedings to review the exit compensation on offer.

Please refer to Section 7 of this Statement with regard to the possible consequences of the structural measures for Tele Columbus Shareholders.

6.2.6 Financial Consequences

The Management Board and Supervisory Board draw attention to the following consequences under the Tele Columbus Group's existing financing agreements:

The Tele Columbus Group currently has the following long-term Tele Columbus Debt Instruments:

 A senior facilities agreement between Tele Columbus and other parties, currently with Lucid Agency and Trustee Services Limited, London, United Kingdom, as agent and security trustee, that originally dates from 2 January 2015 and governs a term loan of EUR 707.46 million.

 A facility agreement between Tele Columbus and other parties, currently with Lu- cid Agency and Trustee Services Limited, London, United Kingdom, as agent and security trustee, that originally dates from 19 October 2018 and currently governs a term loan of EUR 75 million.

 A facility agreement between Tele Columbus and other parties, currently with Lu- cid Agency and Trustee Services Limited, London, United Kingdom, as agent and security trustee, that originally dates from 11 August 2020 and currently governs a term loan of EUR 40 million and a revolving line of credit of EUR 10 million.

 A bond issued by Tele Columbus in May 2018 (senior secured notes) in the amount of EUR 650 million with an interest coupon of 3.875% p.a.

All of the Company's long-term financing agreements include options for termination in the event of a change of control. A change of control is triggered by the settlement of the Offer. The current level of gross debt is EUR 1.475 billion. Even after the execution of the capital increase with rights offering, the Company would not have the funds to repay these liabilities if a large number of creditors were to exercise their rights of termination. Refinancing would be uncertain and associated with higher costs. The Company will therefore attempt to obtain a sufficient number of waivers to ensure that liabilities can be repaid to any remaining creditors who exercise their rights of termination using the proceeds from the capital increase with rights offering (see Section 6.1.2 of this Statement regarding the corresponding intention of the Bidder). Confirmation that a sufficient number of waivers are available is also a Closing Con- dition of the Offer (see Section 4.6.2 of this Statement for further details). The process of obtaining waivers from lenders and creditors has already begun. The Management Board and Supervisory Board are confident that the Company will be able to deliver the consent required to meet this Closing Condition. Costs are incurred as a result of this process, including transaction costs and costs for additional fees granted for the submission of waivers (consent fee). Otherwise the terms and conditions of the loan remain the same. 36

Overall, the transaction and the resulting guaranteed equity investment of up to EUR 550 million would result in financing costs being lowered owing to a reduction in the level of debt. Free cash flow would increase and be able to be used to finance investments.

6.2.7 Tax Consequences

The Management Board and Supervisory Board believe that the settlement of the Of- fer and the resulting change of control may lead to a loss of tax loss carryforwards at the level of the Company, which would raise the rate of tax over the long term. The Company has already taken measures to offset tax loss carryforwards. The Manage- ment Board and Supervisory Board do not believe that the settlement of the Offer will have any other material adverse tax effects on Tele Columbus.

7 IMPACT ON TELE COLUMBUS SHAREHOLDERS

The purpose of the following statements is to provide shareholders in the target with information concerning the effects of accepting or not accepting the Offer. There is no guarantee that the following information is complete. Each Tele Columbus Share- holder is personally responsible for evaluating the effects of accepting or not accepting the Offer. The Management Board and Supervisory Board recommend that Tele Co- lumbus Shareholders seek professional advice in this regard if necessary.

The Management Board and Supervisory Board also note that they do not and cannot provide any opinion on whether accepting or not accepting the Offer will have tax advantages or tax disadvantages for Tele Columbus Shareholders (particularly concerning any requirement to tax disposal gains). The Management Board and Supervi- sory Board recommend that Tele Columbus Shareholders seek tax advice where their personal circumstances can be taken into account before making any decision on accepting or not accepting the Offer.

7.1 Possible Effects of Default of the Minimum Acceptance Threshold

The success of the Overall Transaction is dependent on the success of the Offer and thus, in particular, of the achievement of the Minimum Acceptance Threshold the Bid- der requires (see in this regard Section 4.6.1 of this Statement). If this is not achieved, the Fiber Champion Strategy cannot be implemented with support of an anchor shareholder; this will, in view of the Management Board and the Supervisory Board, result in a negative development of the share price. The Company would have to conduct a capital increase at a much lower issuance price, which would significantly dilute the non-participating shareholders and is uncertain. Overall, this would make the future prospects of Tele Columbus uncertain.

7.2 Possible Effects of Accepting the Offer

Tele Columbus Shareholders who intend to accept the Bidder's Offer should, provided that the Offer is successful, in consideration of the aforementioned statements, also be aware of the following:

 Tele Columbus Shareholders who accept or have accepted the Offer lose their status as Tele Columbus Shareholders with the settlement of the Offer and therefore no longer bear any risks that may result from the adverse development of the Com- pany's business and/or share price. However, they will also not benefit from any potential positive development of the Company's business and/or share price.

 The Offer is only settled once all Closing Conditions to which the Offer is subject have been fulfilled or validly waived by the Bidder. It may only be able to be determined whether the Closing Conditions have been fulfilled after the expiration of the Acceptance Period.

 Pursuant to the WpÜG, the Bidder is entitled to increase the Offer Consideration up to one working day before the end of the Acceptance Period.

 The transfer of Tele Columbus Shares at the settlement of the Offer results in all ancillary rights existing at the time of settlement, particularly dividend rights, being transferred to the Bidder.

 Withdrawing acceptance of the Offer is only possible under the strict terms presented in Section 16 of the Offer Document and only before the end of the Ac- ceptance Period. According to Section 12.7 of the Offer Document, Tendered Tele Columbus Shares are likely to be tradeable on the regulated market of the Frank- furt Stock Exchange with the ISIN DE000TCAG1V0. Trading is expected to begin on the third trading day following the start of the Acceptance Period. Trad- ing in Tendered Tele Columbus Shares on the regulated market of the Frankfurt Stock Exchange is expected to cease (i) on the final day of the Additional Ac- ceptance Period, provided all Closing Conditions have been fulfilled or validly waived by then, or (ii) at the end of the third trading day prior to the settlement of the Offer or the rebooking of Tendered Tele Columbus Shares should the Offer expire pursuant to Section 11.4 of the Offer Document. The date on which trading ceases shall be published by the Bidder without undue delay via an electronically operated information dissemination system within the meaning of Section 10 para. 3 sent. 1 no. 2 WpÜG, or in the German Federal Gazette (Bundesanzeiger). Persons who acquire Tendered Tele Columbus Shares will assume all rights and obligations arising as a result of the acceptance of the Offer, including the irrevocable declarations, instructions, orders and authorisations presented in Section 12.3 of the Offer Document. The Management Board and Supervisory Board point

out that the trading volume and liquidity of the Tendered Tele Columbus Shares depend on the specific acceptance rate and therefore may not exist at all or may be low and may be subject to heavy fluctuations. Therefore, it cannot be ruled out that, in the absence of demand, it will be impossible to sell Tendered Tele Colum- bus Shares on the stock exchange.

 If the Bidder, persons acting jointly with the Bidder or the Bidder's subsidiaries acquire Tele Columbus Shares off the stock exchange within a period of one year from the publication of the number of their Tele Columbus Shares or rather the number of Tele Columbus to which they are entitled after the end of the Ac- ceptance Period and resulting from the acceptance of the Offer (Section 23 para. 1 sent. 1 no. 2 WpÜG), and if a consideration of a higher value than the Offer Consideration is offered or agreed, the Bidder undertakes to pay the Tele Colum- bus Shareholders who accepted the Offer a consideration equal to the difference between the aforementioned consideration and the Offer Consideration. There is no entitlement to an improved Offer Consideration under the Offer for off-market share acquisition for higher considerations after the expiry of the subsequent acquisition period of one year. The entitlement to improved Offer Consideration also does not apply to the acquisition of shares in relation to a legal obligation to offer exit compensation to Tele Columbus Shareholders, as required in the case of a squeeze-out or a domination agreement. The Bidder can otherwise acquire Tele Columbus Shares on the stock exchange at a higher price during the aforementioned one-year subsequent acquisition period without being required to adjust the consideration to those Tele Columbus Shareholders who have already accepted the Offer.

 Tele Columbus Shareholders who accept or have accepted the Offer do not participate in any cash exit compensation whatsoever that is payable by law in the case of certain structural measures implemented following the settlement of the Offer. Any exit compensation payments are generally measured according to the total value of the Company and may be subject to review in legal proceedings. Such exit compensation payments can be higher or lower than the value of the Offer Consideration. As a result of losing their status as shareholders, Tele Columbus Shareholders who have accepted the Offer are not entitled to such an exit compensation payment or other compensation should the paid exit compensation be higher than the value of the Offer Consideration.

7.3 Possible Effects of Non-Acceptance of the Successful Offer

Tele Columbus Shareholders who do not accept the Offer and do not otherwise sell their Tele Columbus Shares will remain Tele Columbus Shareholders. However, provided that the Offer is successful, they should be aware, inter alia, of the Bidder's statements as presented in Section 15 of the Offer Document and the following: 39

 They continue to bear the risks and opportunities associated with the future development of the Tele Columbus Shares, the Offer for which they do not accept.

 The current price of the Tele Columbus Shares also reflects the fact that the Bidder published its decision to submit the Offer on 21 December 2020. There is no certainty as to whether the price of Tele Columbus Shares will remain at its current level, rise or fall after the settlement of the Offer.

 The settlement of the Offer will cause a reduction in the free-float of Tele Colum- bus Shares. It is expected that, after the settlement of the Offer, supply of, and demand for, Tele Columbus Shares will be significantly lower than it is today and that this will decrease the liquidity of Tele Columbus Shares considerably. It is therefore possible that purchase and sale orders for Tele Columbus Shares will not be able to be executed in a timely manner, or at all. Furthermore, the possible reduction in the liquidity of Tele Columbus shares could lead to Tele Columbus Shares being subject to much more significant price fluctuations in the future.

 The capital increase with rights offering resolved on 20 January 2021 will be performed following the settlement of the Offer. Shareholders who do not accept the Offer must participate in the capital increase and invest if they do not wish for their shareholding to be diluted.

 Tele Columbus Shares are currently present on the CDAX index, which means that institutional investors who invest in parts of indices such as the CDAX are currently obliged to hold Tele Columbus Shares if they wish to follow the development of the CDAX. Tele Columbus Shares may be excluded from the CDAX as a result of the implementation of the Offer. Index investors who continue to hold Tele Columbus Shares after the settlement of the Offer will possibly sell their shares on the market. This may lead to a surplus in Tele Columbus Shares in a market with comparatively little liquidity, which may in turn lead to the price of Tele Columbus Shares falling.

 Following the settlement of the Offer, the Bidder will have a majority of voting rights at the shareholders' meeting and, depending on acceptance rate, may also have the majority necessary to implement all key structural measures under company law or other measures at the Tele Columbus shareholders' meeting. This may include, depending on the specific intentions of the Bidder as communicated in the Offer Document, the appointment and dismissal of Supervisory Board members (and subsequently the indirect triggering of a change in Management Board), appointment of an auditor, issuing approval or refusing to issue approval for the actions of members of the Management Board and Supervisory Board, changes in the articles of association, capital increases, the transfer of Tele Columbus Shares belonging to third-party shareholders to the primary shareholder in return for a fair 40

cash exit compensation (squeeze-out) and, if the requirements for forming a majority are fulfilled both by law and in accordance with the articles of association, the exclusion of shareholders' subscription rights in capital measures as well as in transformations, mergers, consent to a domination and profit transfer agreement and the liquidation of Tele Columbus. Only in the case of some of the aforementioned measures there would be an obligation under German law for the Bidder to submit an offer to acquire Tele Columbus Shares for a fair exit compensation or other form of compensation to minority shareholders on the basis of a valuation of Tele Columbus. Since such company valuation would have to be based on the circumstances at the time of the adoption of the resolution by Tele Columbus' shareholders' meeting on the respective measure, an offer exit compensation could correspond in value to the Offer Consideration, but could also be lower or higher. Furthermore, the implementation of some of these measures could lead to a termination of the listing of the Tele Columbus Shares.

 If the Bidder has the necessary majority of Tele Columbus Shares, it could solely decide on the appropriation of any possible profits at the shareholders' meeting.

 The Bidder could, following the settlement of the Offer or at a later date, lawfully cause Tele Columbus to request the removal of the admission of Tele Columbus Shares for trading on the regulated market segment of the Frankfurt Stock Ex- change with additional post-admission obligations (Prime Standard) if the criteria have been met. In this case, Tele Columbus Shareholders would no longer benefit from the enhanced reporting requirements of the regulated market.

 The Bidder reserves the right, with the consent of the Management Board and Supervisory Board, to review the delisting of Tele Columbus Shares from the regulated market at a later date. Shares would only be tradeable on non-regulated platforms in such a case.

8 INTERESTS OF THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD

The Bidder and persons acting jointly with the Bidder pursuant to Section 2 para. 5 WpÜG have not exercised any influence on Tele Columbus or its governing bodies in relation to the Offer.

The members of the Management Board and the Supervisory Board have not received any unjustified payments or other unjustified cash benefits or payments from the Bid- der or persons acting jointly with the Bidder in relation to the Offer.

The Supervisory Board notes that its members Claus Beck, Hüseyin Dogan and Mi- chael Scheeren have a particularly close relationship to the United Internet Controlling

Persons due to their functions on governing bodies of United Internet or United Inter- net Group companies. As a result, the three members in question abstained from the resolution on this Statement as a precaution to avoid any conflict of interest.

The Management Board and Supervisory Board acknowledge that Hilbert Manage- ment and United Internet Investments Holding plan, in accordance with the shareholders' agreement, to implement a management incentive program for members of the Management Board and potentially other key managers of Tele Columbus following the settlement of the Offer. They confirm the Bidder's statement that no negotiations have taken place in this regard as of yet.

The Supervisory Board has confirmed regularly throughout all phases of the transaction by asking members of the Management Board that that there are no special interests among members of the Management Board. The Supervisory Board has also received confirmation from all members of the Management Board that neither the Bid- der nor any direct or indirect shareholders in the Bidder have offered or promised them any commitments of a financial or non-financial nature.

9 INTENTION TO ACCEPT THE OFFER

All members of the Management Board hold Tele Columbus Shares. All members of the Management Board currently intend to accept the Bidder's Offer with all of their Tele Columbus Shares.

Dr Volker Ruloff is the only member of the Supervisory Board to hold Tele Columbus Shares; Dr Ruloff intends to accept the Offer with all of his shares.

10 FINAL ASSESSMENT

Following their own separate and independent reviews of the transaction, the Man- agement Board and Supervisory Board consider the Offer Price to be fair as defined in Section 31 para. 1 WpÜG. They based their assessment of the fairness of the Offer Price partly on the Fairness Opinions prepared by their respective financial advisors, ValueTrust and Rothschild &Co.

In consideration of the information provided in the Offer Document and this State- ment, the talks and negotiations with MSIP and the support provided by major shareholder United Internet, the Management Board and Supervisory Board are of the opinion that the takeover of Tele Columbus by the Bidder is in the best interests of the Company, its shareholders and other stakeholders. Therefore, the Management Board and Supervisory Board endorse and support the Bidder's Offer.

In consideration of the above statements and subject to individual tax arrangements, the Management Board and Supervisory Board recommend that all Tele Columbus

Shareholders, with the exception of United Internet Investments Holding, accept the Offer and submit their Tele Columbus Shares to the Offer.

This assessment and recommendation is based in particular on the following considerations:

 The Company performed a competitive bidding process in which a large number of potential investors were approached. The best and ultimately only offer came from MSIP.

 The Offer Price is fair and appropriate according to all market standard valuation methods.

 The Bidder supports the Fiber Champion Strategy, which the Management Board and Supervisory Board believe is the only possibility of securing Tele Columbus' competitiveness over the long term.

 The implementation of the Fiber Champion Strategy requires investment that the Company cannot stem solely from its cash flow. Given the already high level of indebtedness of the Company, there is no possibility of taking on any further debt.

 The Bidder has committed to providing an equity investment of up to EUR 550 million to reduce the level of debt and finance the investments.

 The Management Board and Supervisory Board consider other financing options, particularly the short-term provision of the equity necessary to reduce debt and finance optical fibre network expansion from existing shareholders, to be unrealistic.

The combination of a fair Offer Price with the guaranteed equity investment to implement the new Company strategy has led the Management Board and Supervisory Board to conclude that the success of the Offer is in the best interests of the Company and its shareholders.

Berlin, 08 February 2021

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Dr. Volker Ruloff Chairman of the Supervisory Board

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Dr. Daniel Ritz Chief Executive Officer

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Eike Walters Chief Financial Officer

Annex 1 Statement of the Competent Works Council

Annex 2 Persons acting jointly with Tele Columbus AG (Subsidiaries of Tele Columbus AG)

Name Registered in Registered corporate seat ANTENNEN-ELECTRONIC in Berlin und Brandenburg Germany Cottbus GmbH ANTEC Servicepool GmbH Germany Hanover BBcom Berlin-Brandenburgische Communikationsgesell- Germany Berlin schaft mbH BIG Medienversorgung GmbH Germany Mönchengladbach Cable Plus GmbH Germany Berlin Cabletech Kabel- und Antennentechnik GmbH Germany Unterföhring FAKS, Frankfurter Antennen- und Kommunikationsser- Germany Frankfurt (Oder) vice Gesellschaft mit beschränkter Haftung Funk und Technik GmbH Forst Germany Forst (Lausitz) HLkomm Telekommunikations GmbH Germany Leipzig kabel.digital.service GmbH1 Germany Berlin Kabelcom Rheinhessen GmbH Germany Unterföhring Kabelcom.Digital GmbH Germany Lippstadt Kabelfernsehen München ServiCenter GmbH Germany Unterföhring Kabelmedia.net Netzbetrieb GmbH Germany Lippstadt KKG Kabelkommunikation Güstrow GmbH Germany Güstrow KSP-Kabelservice Prenzlau GmbH Germany Prenzlau Lehmensiek Kabelnetze & Antennentechnik GmbH Germany Lübeck MDCC Magdeburg City-Com GmbH Germany Magdeburg mainkabel GmbH Germany Thüngersheim Martens Deutsche Telekabel GmbH Germany Hamburg MEDIACOM Kabelservice GmbH Germany Offenbach a.M. "Mietho & Bär Kabelkom" Kabelkommunikations-Be- Germany Cottbus triebs GmbH MKG-Medienkommunikationsgesellschaft mbH Germany Essen NEFtv GmbH Germany Nuremberg pepcom GmbH Germany Unterföhring Pepcom Projektgesellschaft mbH Germany Unterföhring PrimaCom Berlin GmbH Germany Leipzig PrimaCom Holding GmbH Germany Leipzig REKA Regionalservice Kabelfernsehen GmbH Germany Kamenz RFC Radio-, Fernseh u. Computertechnik GmbH Germany Chemnitz Tele Columbus Betriebs GmbH Germany Berlin Tele Columbus Cottbus GmbH Germany Cottbus Tele Columbus Geschäftskunden Vertriebs GmbH Germany Berlin Tele Columbus Kabel Service GmbH Germany Berlin Tele Columbus Multimedia GmbH2 Germany Berlin Tele Columbus NRW GmbH Germany Berlin Tele Columbus Sachsen-Anhalt GmbH Germany Berlin Tele Columbus Sachsen-Thüringen GmbH Germany Berlin Tele Columbus Vertriebs GmbH Germany Berlin Teleco GmbH Cottbus Telekommunikation Germany Cottbus Tele-System Harz GmbH Germany Blankenburg TKN Telekabel - Nord GmbH Germany Unterföhring WTC Wohnen & TeleCommunication Verwaltung GmbH Germany Unterföhring

1Merger into Tele Columbus Multimedia GmbH resolved on 21 January 2021.

2 Transformation to Tele Columbus Multimedia GmbH & Co. KG resolved on 21 January 2021.

Annex 3 ValueTrust Fairness Opinion

Annex 4 Rothschild & Co. Fairness Opinion