Annual Financial Statements and Combined Management Report for the Financial Year from 1 April 2020 to 31 March 2021 Vantage Towers AG (formerly from 16 July 2020 to 26 January 2021: Vantage Towers GmbH, from 5 December 2019 to 15 July 2020: Vodafone Towers Germany GmbH), Düsseldorf 2 Vantage Towers AG —— Annual Financial Statements and Combined Management Report and Combined Management 2020/21 Annual Financial Statements AG —— Towers Vantage 3 Combined Management Report Company Profile market were grouped into a business unit within the Vodafone operating company Fundamentals of the Group in the respective market and then carved out of the operating company We are a leading towers company in into a separate legal entity controlled by Europe with approximately 82,000 macro Vodafone in a first step — either by way sites and approximately 7,100 micro of a hive-down, a demerger or otherwise. sites across ten markets, in nine of In a second step, each of these entities, which we rank either first or second by except for the German Towers Business number of sites. Vantage Towers Group which was assumed by the Company (hereinafter also referred to as “Vantage by way of the German hive-down, was Towers” or the “Group”) comprises the transferred to Central Tower Holding parent company Vantage Towers AG, a Company BV (CTHC), an indirect, wholly - stock corporation under the laws of the owned subsidiary of Vodafone Group, via Federal Republic of Germany, and its a share-for-share exchange. subsidiaries. The Company commenced trading in 2020 with business operations In Greece, Vodafone Group and Crystal conducted by Vantage Towers AG as well Almond Sarl, the controlling shareholder as by its direct and indirect subsidiaries. of Wind Hellas, agreed to demerge and As of 31 March 2021, Vantage Towers subsequently contribute their towers employed 327 people, excluding our businesses into Vantage Towers Greece, equity accounted investments in INWIT a jointly owned entity controlled by and Cornerstone, and its headquarters Vodafone Group. are located in Duesseldorf, Germany. The following steps completed the reorganisation of the Group: Establishment of the Vantage Towers Group ⏹ On 19 Novem ber 2020, Vodafone Group contributed its 33.2% shareholding in In order to create Vantage Towers, Infrastrutture Wireless Italiane SpA Vodafone Group separated its European (INWIT) to CTHC; tower infrastructure assets in Germany, ⏹ On 17 December 2020, CTHC was Spain, Greece, Portugal, the Czech acquired by the Company; Republic, Hungary, Romania, and ⏹ On 22 December 2020, CTHC acquired Ireland into a new stand-alone tower 62% of Vantage Towers Greece, infrastructure business — both legally followed by the remaining 38% on and operationally. In order to achieve 25 March 2021; and a complete separation of these tower ⏹ On 14 January 2021, CTHC acquired the infrastructure assets from the other 50% shareholding in Cornerstone, at parts of the Vodafone Group, the tower which point the process of establishing infrastructure assets in each relevant the Vantage Towers Group was com- pleted. 4 IPO Our principal business consists of building and operating telecommunica- On 18 March 2021, Vantage Towers AG tions sites in order to offer space, energy was successfully listed on the Regulated management and related services to Market (Prime Standard) of the Frankfurt customers that in turn provide mobile, Stock Exchange. In total, 92,372,558 voice, data and other services to end- shares from the holdings of Vodafone users. GmbH were placed with investors (after the partial exercise of the greenshoe Our portfolio of assets includes towers, option) at the offer price of €24.00, masts, rooftop sites, DAS and small cells. raising gross proceeds of approximately By building, operating and leasing this €2.2 billion for the selling shareholder. passive infrastructure to Vodafone and The implied free float for Vantage Towers other network operators, we are making a is 18.3%. significant contribution to better connec- tivity and the sustainable digitisation of Europe. Business model Our assets are supported by long-term Our business model combines four key contractual commitments with MNOs factors: that largely hold investment grade credit ratings, which provide predictable (i) Owning fully-integrated nationwide revenues typically adjusted periodically networks that are underpinned for inflation. This includes the inflation- by secure, long-term contractual linked Vodafone master services arrangements with a high-quality agreements (MSAs) with members of customer base, including leading the Vodafone Group, the leading MNO in MNOs in each market (source: Fitch Europe by number of mobile subscribers Solutions); (source: Fitch Solutions). Where our (ii) Controlling or co-controlling towers contracts with other MNO customers are that are part of the essential not currently linked to inflation, we aim consolidated grid of at least two of to include CPI (Consumer Price Index) the largest MNOs in markets where escalators in our customer contracts as the Vodafone Group has already they expire and are renegotiated. signed nationwide active sharing agreements, including Spain, Greece, In most of our markets, the majority of Portugal, Italy, the United Kingdom, our tower assets have been developed and Romania; organically over three decades with the (iii) Expanding the services offered by a aim to provide a first-class infrastructure tower company beyond the tradition- network. Consequently, the international al role of an infrastructure landlord site portfolio is well-integrated, benefits to MNOs to the role of a network from the strategic locations of its sites, enabler for a range of existing and and is an attractive potential host for new customers; and MNO customers looking to expand or (iv) Being at the forefront of enabling a densify their networks. resilient, inclusive digital society with a clear focus on sustainable infra- structure to minimise environmental impact. Vantage Towers AG —— Annual Financial Statements and Combined Management Report and Combined Management 2020/21 Annual Financial Statements AG —— Towers Vantage 5 Business Segments Spain Vantage Towers has four reporting Vantage Towers is the second largest segments, comprising Germany, Spain, telecommunications tower company Greece and Other European Markets. in Spain by number of sites. Spain These reporting segments reflect the represents our second largest market, basis on which we manage our business comprising 19% of our macro sites and and are reconciled to the Group’s con- 23% of our tenancies in our consolidated solidated financial statements for the markets as of 31 March 2021. twelve months ended 31 March 2021 in line with IFRS 8 “Operating Segments”. The Group’s site portfolio in Spain is well-balanced, has capacity for coloca- The reporting segments Germany, tion and has moderate overlap with the Spain and Greece include the Group’s site portfolios of its competitors. Our operations in each of these jurisdictions, portfolio of Spanish sites comprised respectively. The reporting segment approximately 8,700 macro sites as of Other European Markets comprise our 31 March 2021. operations in the Czech Republic, Hun- gary, Ireland, Portugal, and Romania. The Group’s overall tenancy ratio in Spain amounted to 1.7x as of 31 March 2021. In addition to these four segments, we ac- count for the results of our equity invest- Greece ments in INWIT and Cornerstone under “Share of results of equity accounted joint Vantage Towers Greece is the largest ventures” in our income statement. telecommunications tower company in Greece by number of sites. Greece is the Germany Group’s third largest market, comprising 11% of the Group’s macro sites and 12% of Vantage Towers is the second largest the Group’s tenancies in our Consolidated telecommunications tower company Markets as of 31 March 2021. in Germany by number of sites. As our largest market, Germany comprises 42% Our portfolio comprises approximately of our total macro sites and 37% of our 4,800 macro sites in Greece as of tenancies in our consolidated markets as 31 March 2021. of 31 March 2021. As of 31 March 2021, we recorded a Our site portfolio in Germany is well- tenancy ratio of 1.7x regarding our sites balanced. The sites have capacity to in Greece. co-locate additional tenants, and a significant proportion does not have competitors’ sites in the vicinity. As of 31 March 2021, Vantage Towers Germany’s portfolio comprised approximately 19,400 macro sites. As of 31 March 2021, the tenancy ratio amounted to 1.2x on our macro sites in Germany. 6 Other European Markets Co-controlled joint ventures and joint operations The Group’s Other European Markets segment includes its operations in Portu- The Group’s co-controlled joint ventures gal, the Czech Republic, Hungary, Ireland, and joint operations include INWIT and and Romania. We rank second in the Cornerstone. INWIT and Cornerstone market by number of sites in the Czech rank first in their respective markets Republic, Ireland, Portugal, and Hungary by number of sites in Italy and the UK and fourth in Romania (source: Company (source: Company Market Position Market Position Assessment). Across Assessment). INWIT operates approxi- these markets, the Group operated a mately 22,300 macro sites with a ten- total of approximately 12,700 macro sites, ancy ratio of 1.9x. Cornerstone operates comprising 28% of the Group’s macro approxi mately 14,200 macro sites with sites and 28% of the Group’s tenancies a tenancy ratio