INVESTOR PRESENTATION

January 2021

1 Disclaimer

Confidential NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR OTHERWISE THAN TO PERSONS TO WHOM IT CAN BE LAWFULLY DISTRIBUTED. This document and the accompanying presentation (this “presentation”) has been prepared for lenders under the revolving credit facility and bilateral credit facility agreement of TalkTalk Telecom Group PLC (the “Company”) by (and is the sole responsibility of) the Company. It comprises certain written materials concerning the business activities of the Company and its subsidiaries (the “Group”) and certain proposed transactions of the Group. By attending this presentation and/or accepting a copy thereof, you agree to be bound by the following conditions and will be taken to have represented, warranted and undertaken that you have agreed to the following conditions. This presentation may not be distributed to any other person, reproduced, published or used in whole or in part for any other purpose. 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2 Today’s presenters

Tristia Harrison Kate Ferry Phil Eayres

Incoming Chief Financial Officer Chief Executive Officer Chief Financial Officer with TalkTalk from 2014-2018, with TalkTalk since 2003 with TalkTalk since 2017 Independent Advisor since 2018

3 Background

 TalkTalk (the ‘”Company’’ or the “OpCo”) is seeking a £100m Tap of the existing 3.875% 2025 Senior Unsecured Notes

 The Senior Tap Notes will be used to repay £98m of drawings under the Revolving Credit Facility, cancel £100m of commitments across the Revolving Credit Facility, and pay associated costs and expenses. The transaction is expected to be leverage neutral. Pro forma for the Senior Tap Notes issuance, TalkTalk’s pre-IFRS 16 net leverage is expected to be 3.2x

 Notwithstanding the impact of COVID-19, TalkTalk achieved strong operational performance for H1-21. TalkTalk’s leadership position as a value for money provider of reliable fixed line was key to offset the headwinds caused by the pandemic. As a result Fibre net adds were 187k, Ethernet base increased by 2.1k and customer churn rate was 0.91%. Modest decline in Revenue and EBITDA YoY, due to COVID-19 and industry-wide Voice decline. Free Cash Flow was materially higher YoY

 On 17th December Tosca IOM announced a firm intention to make an offer to take the Company private (the ‘’Acquisition’’). Depending on certain conditions, TalkTalk already has irrevocable undertakings ranging from 49.7% - 55.3% of their existing shareholders committing to roll their shareholdings. Depending on how many other existing shareholders will roll, the expectation is that the cost to acquire the minority shareholders will be in the range of £250 - 364m

– No shareholder will hold more than 50% of the future holding company of the OpCo (the “HoldCo”). Therefore no change of control will occur

– The proposed Acquisition is expected to be financed through c. £250 - 364m Junior Subordinated PIK Toggle notes raised at HoldCo (the “HoldCo Notes”)

– The interest payments for the PIK Toggle can be paid in PIK or cash and any cash interest payments will be serviced through dividend payments from TalkTalk, expected to be in line with historical dividend payments to the shareholders

– The HoldCo debt will sit outside the restricted group. There will be no contractual obligation on any entity within the restricted group to dividend monies to the HoldCo  Subsequent to the issuance of the Tap and conditional upon the completion of the Acquisition, the Company will endeavour to grant collateral in the form of shares in the OpCo to secure the Notes, the RCF and bilateral RCF. An intercreditor agreement would be entered into which will formalise the relationship between lending classes and the contractual subordination of the PIK Notes. In connection to this TalkTalk will launch a consent process to Noteholders shortly after completion of the Tap

4 New TalkTalk Senior Tap Notes Sources & Uses and Pro Forma Capitalisation

Sources & Uses

Sources of Funds £m Uses of Funds £m

New £ Senior Tap Notes 100 RCF repayment 98

Transaction costs, expenses and fees(1) 2

Total Sources 100 Total Uses 100

Pro Forma Structure As of Sep-20 Pro Forma £m Adj (+/-) £m x EBITDA £m x EBITDA Margin / Coupon Cash and Cash Equivalents (38) - (38) £330m Revolving Credit and Bilateral Facilities 155(2) (98) 57 L+2.75% £575m Senior Notes 575 - 575 3.875% New £ Senior Tap Notes 100 100 3.875% £75m Receivables Purchase facility 66 - 66 Capitalized facility fees (11) - (11) Senior Net Debt (pre-IFRS 16)(3) 747 3.2x 2 749 3.2x

Adj. LTM Sep-20 EBITDA (pre-IFRS 16)(4) 237 237

Post-IFRS 16 OpCo Leverage Lease liabilities 220 - 220 Total Net debt (post-IFRS 16)(5) 967 3.3x 2 969 3.3x LTM Sep-20 EBITDA (post-IFRS 16) 290 290 New Notes issuance Source: Company reports Notes: 1. Represents estimated fees and expenses associated with the Refinancing, including the Initial Purchasers’ fees, legal and accounting 3. Represents total borrowings less cash and cash equivalents. Does not include lease liabilities, which as at September 30, 2020 amounted to expenses and other transaction costs. £42 million on a pre-IFRS 16 basis and £220 million on a post-IFRS 16 basis 2. The total commitments available under the Revolving Credit Facility amount to £395 million. As at September 30, 2020, we had £155 million 4. Represents pre-IFRS 16 Headline EBITDA. Headline EBITDA is Headline operating profit plus charges for Headline depreciation, Headline drawn thereunder. Since then we have drawn certain additional amounts under the Revolving Credit Facility to finance day-to-day working amortisation and Headline share of results of associates and joint venture. Excludes the £53 million impact resulting from the adoption of capital requirements. As part of the Refinancing, we expect to cancel £100 million of outstanding commitments across the Revolving Credit IFRS 16 5 Facility and the Bilateral Revolving Credit Facility on a pro rata basis. 5. Represents total debt less cash and cash equivalents. Total debt includes current and non-current borrowings, as well as lease liabilities. New TalkTalk Tap Notes Terms

Issuer TalkTalk Telecom Group PLC

Instrument Tap Notes to the existing 2025 Senior Notes

Issue size £100m

CCY GBP

Use of Proceeds Repayment of RCF and payment of associated costs and expenses

Tenor February 2025 (same as existing)

Optional redemption February 2022 (same as existing)

Coupon 3.875% (same as existing)

Ranking Pari passu to RCF

Security Unsecured(1)

Governing Law New York Law

Distribution Reg S only

Notes: 1. In connection with the Proposed Acquisition and conditional upon its completion, the Issuer and the Guarantors may elect, in their sole discretion, to grant English law share pledges over the shares in each of the Guarantors and floating charges over substantially all of the assets of the Issuer and the Guarantors (the “Collateral”) to secure on a pari passu basis their obligations under the Indenture, the Revolving Credit Facility Agreement, the Bilateral Revolving Facility Agreement and any other indebtedness that is from time to time to be secured on a pari passu or junior basis. In connection with the provision of the Collateral, the Issuer, the Guarantors, the Trustee on behalf of the holders of the Notes, a security agent to be appointed in relation to the Collateral and the facility agents and the lenders under the Revolving Credit Facility Agreement and the Bilateral Revolving Credit Facility Agreement (among others) would be expected to enter into an intercreditor agreement that, among other things, would be expected to set out: ) the relative ranking of the liabilities under the Indenture, Revolving Credit Facility Agreement, Bilateral Revolving Facility Agreement and certain future indebtedness that may be incurred by the Issuer and/or certain of its Subsidiaries; ii) the relative ranking of such Collateral; how and when the Collateral may be enforced; iii) how and when the Collateral may be released; iv) the subordination (on customary terms) of shareholder liabilities (if any) owed to the Issuer (or any of its subsidiaries) by the shareholders of the Issuer (which will support the structural subordination of the HoldCo Notes to the senior secured liabilities of the Restricted Group); v) the payments waterfall for the allocation of the proceeds from any enforcement of Collateral; vi) and turnover provisions 6 Summary corporate and financing structure (post Acquisition)

Shareholders(2) Restricted group(1) Issuer Guarantors

£57 million under the £575 million Revolving Credit Original Notes(3) Facility(4)

TalkTalk Telecom Group £100 million £nil million under the plc Additional Notes Bilateral Revolving (the ‘Issuer’) (5) offered hereby(3) Credit Facility

TalkTalk Telecom Holdings Ltd(7) Other indebtedness(6)

Non-Guarantor TalkTalk Group Limited Subsidiaries(8) (non-Guarantor)

TalkTalk Communications TalkTalk Telecom Non-Guarantor Ltd(7) Limited(7) Subsidiaries(8)

Non-Guarantor Subsidiaries(8)

Notes: day-to-day working capital requirements. As part of the Refinancing, we expect to cancel £100 million of outstanding commitments 1. All entities in the Restricted Group are subject to the covenants in the Indenture across the Revolving Credit Facility and the Bilateral Revolving Credit Facility on a pro rata basis. 2. If the Proposed Acquisition is successful, the HoldCo is expected to become the sole direct shareholder of the Issuer. As a result 5. The total commitments available under the Bilateral Revolving Credit Facility amount to £35 million. As at September 30, 2020, we the HoldCo is expected to have from £250m to £364m in aggregate principal amount outstanding of the HoldCo Notes, all of which had £nil million drawn thereunder. As part of the Refinancing, we expect to cancel £100 million of outstanding commitments across are expected to be contractually subordinated to the Notes. If the Proposed Acquisition were consummated: (i) the Indenture would the Revolving Credit Facility and the Bilateral Revolving Credit Facility on a pro rata basis. not require us to pay any dividends to the HoldCo; however (ii) should any cash interest be paid on the HoldCo Notes, it would be 6. As at September 30, 2020, our other financial indebtedness included: (i) (a) £66 million outstanding under the Receivables expected to be funded via corresponding dividend distributions by the Issuer to the HoldCo in compliance with the restrictive Purchase Facility, less (b) £11 million of capitalized facility fees and (ii) £220 million of lease liabilities (on a post-IFRS 16 basis). covenants in the Indenture, the Revolving Credit Facility Agreement and the Bilateral Revolving Credit Facility Agreement 7. The Original Notes are, and the Additional Notes will be, guaranteed by the Guarantors. The Guarantors represented (in each case, 3. The Original Notes are, and the Additional Notes will be, senior unsecured obligations of the Issuer and rank pari passu in right of on a standalone but combined basis) 97% of our Headline revenue, 81% of our Headline EBITDA and 90% of our total assets as at payment with all other existing and future senior indebtedness of the Issuer that is not expressly subordinated in right of payment to and for the year ended March 31, 2020; and 94% of our Headline revenue, 82% of our Headline EBITDA and 92% of our total the Notes. assets as at and for the six months ended September 30, 2020. 4. The total commitments available under the Revolving Credit Facility amount to £395 million. As at September 30, 2020, we had 8. As at the date of this offering, the direct and indirect non-guarantor subsidiaries of the Issuer did £155 million drawn thereunder. Since then we have drawn certain additional amounts under the Revolving Credit Facility to finance not have any material financial indebtedness outstanding. 7 1. COMPANY OVERVIEW

8 TalkTalk – the UK’s leading value for money fixed connectivity provider

A quick snapshot of our business Our purpose and business model

 Founded in 2003. Launched free broadband in 2006

 Acquired AOL Broadband in 2006 and in 2009

 Demerger from Group PLC and Our Purpose listed as TalkTalk Telecom Group PLC in 2010 Simple, affordable, reliable, fair connectivity for everyone  Serving over 12 million people in over 4 million homes Our Mission and businesses To be the number one value provider of fixed connectivity  Access to over 3,000 unbundled exchanges, giving us nationwide coverage

 44,700 high speed Ethernet connections provided to UK businesses Effortless Delivering Great Fibre for Customer Shareholder  -based Head Office (with satellite office in Products Everyone Experience Value London)

We believe that simple, affordable, reliable and fair connectivity should be available to everyone

Source: Company information.

9 A leaner, more efficient business

TalkTalk previously TalkTalk

Broadband Broadband Voice (increasingly Fibre, including FTTP)

Voice

TV Mobile TV Mobile

Core product: broadband Quad play bundles of fixed, mobile, broadband and TV Non-core add-ons: voice, TV, mobile

Capital intensive Lower capital intensity, sale of FibreNation

Source: Company information.

10 TalkTalk proposed Acquisition overview

 On 8th October 2020 TalkTalk announced an approach from its second largest investor, Toscafund Asset Management (‘’Tosca’’), to acquire the Company  On 17th December Tosca IOM announced a firm intention to make an offer Proposed Acquisition  Current PIK size disclosed in the 2.7 Announcement is £527m. Depending on certain conditions, TalkTalk already has irrevocable overview undertakings ranging from 49.7% and 55.3% of their existing shareholders committing to roll their shareholdings. Depending on how many other existing shareholders roll their shareholdings, the expectation is that the cost to acquire the minority shareholders will be in the range of £250 - 364m  No shareholder will hold more than 50% of the HoldCo. Therefore no change of control will occur

 Tosca has been a committed and supportive shareholder of TalkTalk for over three years, now holding c. 29.5% of the outstanding issued share capital

Strategic rationale for  There is no plan to change the existing strategy, but rather accelerate existing management’s plans the proposed  Tosca believes that TalkTalk’s strategic goals can be best delivered as a private company, without the significant cost and financial reporting Acquisition burdens of a company listed on the  It will enable investments to be made in developing simple customer offers in Full Fibre products as FTTP rolls out at scale across the UK, repositioning TalkTalk's brand and in building the systems and capabilities required to wholesale telecoms services to multiple potential customers, both new and existing

 HoldCo financing is expected to be a £250 – 364m Junior Subordinated PIK Toggle notes. TalkTalk’s Expectation is that the PIK size will be closer to the lower end of the range  The interest payments for the PIK Toggle can be paid in PIK or cash and any cash interest payments will be serviced through dividend payments from TalkTalk, expected to be in line with historical dividend payments to the shareholders Details on the HoldCo financing  TalkTalk will maintain a prudent financial policy with a target to de-lever over the medium term as the business delivers on improved cash and financial policy generation  Subsequent to the issuance of the Tap and conditional upon the completion of the Acquisition, the Company will endeavour to grant collateral in the form of shares in the OpCo to secure the Notes, the RCF and bilateral RCF. An intercreditor agreement would be entered into which will formalise the relationship between lending classes. In connection to this TalkTalk will launch a consent process to Noteholders shortly after completion of the Tap

11 TalkTalk’s strategy post Acquisition will remain unchanged

 Single minded focus on value for money connectivity, unencumbered by having to defend premium TV or mobile Transition the consumer customer base base to Full Fibre  Consumer propositions based on fast reliable connectivity, marketplace for video content and great value  Acceleration of Full Fibre mix, and improved customer experience reducing cost to serve reducing churn  Structurally well positioned on pricing and well positioned for ongoing fairness drive

 Strong momentum in B2B business driven by clear focus on B2B data & connectivity and a consistent strategy across B2B data provider of Direct and Wholesale business lines choice  Serving over 100k SME, corporate and enterprise Direct customers  Remains largest provider of wholesale Broadband in UK, with over 50% market share  Moving to higher bandwidth product mix driving ARPU and margin growth

 Continued optimization of TalkTalk’s network so as to meet customers data usage demands whilst reducing cost per Gb ‒ Data usage has doubled year on year in part due to COVID-19 lockdowns and increased working from home, Optimising our network as well as higher speed customer upgrades ‒ Competitive advantage from a national network that is broken into distinct layers using different technologies to maximise cost advantage and drive down cost per Gb  Enhanced customers’ video experience by caching of content within the network

 Making good progress in resetting to a simpler, lower cost base with continued focus on optimization Simpler, lower cost base  Self-service model with new digital tools such as our online ‘Service Centre’ benefitting both Consumer business and Wholesale partners  Central costs materially lower due to HQ move, bringing full annualized cash savings to £25 - £30m from FY21, of which £19 - £23m are operating expenditure reductions, and the remainder are a reduction in annual capital expenditures  Move to new distribution model and digital marketing approach has seen SAC and marketing efficiencies TalkTalk is the value for money provider of simple, affordable, reliable and fair Fibre connectivity to U.K. homes and businesses

12 Resilience during the COVID-19 pandemic

 The pandemic has solidified TalkTalk’s position as a critical value provider at a time where access to reliable, affordable connectivity Our service has never been so important  Network remains highly resilient despite material increases in daytime traffic (+c.20% during the first lockdown)

Accelerating our  Demand for higher quality broadband, driven by huge surge in internet usage following increased demand for OTT and gaming fibre strategy services as well as the mass move to working from home, accelerates our pre-existing strategy  Despite low churn across the industry, we have been able to continue upgrading customers at scale and now have over 60% of our total Consumer and B2B base taking a FTTC product, adding 187k customers in H1 2021 Historically low  Slowdown in churn coincided with COVID-19 lockdown restrictions at the end of March 2020 churn  H1 2021 saw churn of 0.91% (H1 2020: 1.27%), consisting of a record low of 0.68% in Q1 2021 (Q1 2020: 1.29%) before returning to more normal levels in Q2 2021 of 1.14% (Q2 2020: 1.26%)

 Acceleration of move to ‘digital first’ service options; re-purposing TalkTalk staff to service customers Prioritising customer service  More ‘First Time Fix’ as customers empowered and choose to ‘self-serve’ to action changes or resolve issues – faster problem solving with no need to speak to agents  Prioritisation of voice contact opportunities for vulnerable customers to help better serve those most in need

Our people  Responded quickly to ensure the majority of employees could work from home safely  Elected not to access furlough scheme or any government loans

Operational  Reduced operating costs, primarily in relation to subscriber Acquisition costs, marketing and third party customer service costs by flexibility temporary closing international call centres and shifting to digital marketing channels  Opportunity to review third party support structure going forward

13 2. KEY CREDIT HIGHLIGHTS

1,179 1,239

631 656 692

14 Key credit highlights

1 Structurally attractive UK fixed-line market

2 Structural cost advantage driven by advanced and scalable fixed-line network

3 Market leading value provider

4 Large scale B2B business and number one provider of wholesale broadband

5 Ideally positioned for the nationwide shift to Full Fibre

6 Proven track record of operational improvement and cost reduction

7 Highly experienced management team

15 1 STRUCTURALLY ATTRACTIVE UK FIXED-LINE MARKET

16 1 Attractive and growing UK fixed broadband market

Growth in total broadband market… …with ongoing shift towards high speed connections

Fixed broadband connections (millions)(1) Fixed broadband connections by technology (%)(1)

26.8 26.6

26.0 47% 25.5

84% 24.7

23.7

53%

16%

2014 2015 2016 2017 2018 2019 2014 2019 (2) FTTC & FTTP Others

Notes: 1. Ofcom, Communications Market Report 2020 (September 2020). 2. Other includes Cable, ADSL and Others.

17 1 Continuing growth in demand for connectivity and high speed broadband

Exponential growth in networked devices… …and growing demand for faster speeds

Total networked devices(1,2) (millions) Average UK fixed broadband speed(1) (Mbps)

5.7 6.2 10.5

93.4

719

415 371 37.8

29.8

2016 2018 2023 2016 2018 2023 Number of networked devices per capita in the UK Source: Cisco Notes 1. Cisco Annual Internet Report forecasts for United Kingdom 2. Devices connected to IP networks

18 1 Supportive regulatory landscape 1 2 3 Ofcom ‘Best Plan’ ruling / CMA Government support for Full Fibre Supportive wholesale ‘Loyalty Penalty’ rollout pricing

 Government target for at least 85% GEA 40/10 FTTC ('Up to 40Mbit/s') nationwide fibre coverage by 2025; with the Ofcom charge control (£)(1) ambition to accelerate rollout to as close to 100% as possible  Ensure existing customers are informed 88.80  Consultations in Jan-2020 to incentivise when their contracts expire (in force since high speed roll out 68.69 Regulation February 2020) 59.98  Support for Altnet rollout & initiatives to 59.04 Overview  Ensure existing customers are offered best stimulate infrastructure level competition deals available (in line with what is available including Openreach Ducts and Poles to new subscribers) Access (DPA) at regulated prices  Initiatives such as the UK Fibre programme and Gigabit Broadband Voucher Scheme for small businesses 2017/2018 2018/2019 2019/2020 2020/2021

 Momentum for TalkTalk’s Fibre-First strategy  Industry-leading Fixed Low Price Plans  Competition amongst wholesale suppliers (“FLPP”) guaranteeing the same price likely to create downward pressure on  Falling line rental and controls e.g. on Impact on throughout the plan wholesale costs Openreach’s FTTC up to 40MBit/s (GEA TalkTalk  Ideally positioned - competitors have a 10-  Increased choice among wholesale suppliers 40/10) 15ppts larger legacy base, with a 2x higher e.g. agreement with CityFibre as part of the  Easier and cheaper access to infrastructure price level vs. in-contract subs sale of FibreNation and ongoing discussions with Openreach

Source: 1. Ofcom, Wholesale Local Access Market Review 2018. 19 2 STRUCTURAL COST ADVANTAGE DRIVEN BY ADVANCED AND SCALABLE FIXED-LINE NETWORK

20 2 Structural cost advantage underpinned by our network

Cost advantage 3,000+ 3,000+  Advanced and scalable fixed line network Unbundled Exchanges Enabled Exchanges for Ethernet ‒ Covering approximately 96% of UK’s homes

‒ Unbundled equipment installed in over 3,000 Openreach exchanges 4,600+ ‒ Able to scale efficiently for growing usage, while driving down unit costs 96% Enabled for FTTC UK Coverage  Scale positions in both residential and B2B provides material fixed cost Services leverage

‒ Enables maximum use of our network – with peak usage at different times across each division 7.64Tbps 1bn  Scale enables TalkTalk to access the most competitive wholesale costs from Peak Bandwidth Voice Minutes per BT Openreach and Alternative Networks Utilisation Month ‒ Wholesale commitments from TalkTalk’s scale base underpin altnet’s investment case

 Capital light and efficient distribution of mobile and TV services 74,000+ 85 FTTC Enabled Collector Nodes ‒ No expensive content costs Cabinets Across the UK ‒ No expensive Mobile platform investment

‒ Lower capex requirements post FibreNation disposal

 Low cost and efficient operations >4,000 Miles 1.67Tbps of Dark Fibre Cache ‒ Single head office based in Salford

Source: Company information.

21 2 Our network gives us a competitive advantage… We are exploiting new technologies such as self healing software, defined networking, and using real-time network optimisation Our advanced network gives us a competitive advantage Owned Equipment in Owned Equipment across TalkTalk Data Exchange backhaul Owned Equipment in Last mile Owned equipment collector ring – 10Gbps optical Centres and UK Telehouses. 100 and in 1–10Gbps optical circuits regional collector supplied in 3,000+ circuit or dark fibre supplied 200Gbps wavelengths over dark fibre supplied by BT Openreach nodes to extend core by BT Openreach exchanges by BT, SSE, GEO, VM and carrying traffic across our UK national or optical network Eircom network

Ethernet Fibre to the cabinet (FTTC)

Fibre to the premise (FTTP) Home and Street cabinet Unbundled Collector node Core Transit business exchanges and Peering Last mile Dark fibre sourced under long term leases in a competitive market with no capacity constraints Price-regulated copper and Ethernet Fibre partially regulated Core optical network across a national leased fibre network supporting 9.6Tbps of capacity Access Network Collector and Caching Core and SDN

• Next generation access switching • Adoption of additional high capacity • Self optimising technologies: increase capability: more cost effective and higher optical products deeper into our network efficiency to identify and respond in real time capacity backhaul options to customer impacting issues • Holding more content deeper in the • Service layer data: identify and resolve network: improves customer experience • AI technologies: through the use of Juniper service issues in near real time to avoid and reduces amount of traffic that has to NorthStar to ensure the Network will learn customer disruption and engineer dispatch leave our network from such events to prevent future service affecting issues

Source: Company information.

22 2 …which allows us to deliver efficient, low cost connectivity By executing on our network strategy we will deliver an evermore efficient, high capacity, network firmly delivering on our “Simple, Affordable, Reliable and Fair Connectivity to Everyone” promise

Customer Experience Demand for Bandwidth Cost

 Product Advantage from network breadth  Exponential bandwidth demand growth  Innovative backhaul and network options  Guiding customers to the right products for delivers greater capacity at lower cost them  Faster services and new technologies drive increasing access bandwidth  Deep Edge Caching allows scale and  OSS stack allows us to offer wholesale caching video traffic closer to customer products at scale  Our Access Network Transformation  Data exploitation via Service Index & program allowing us to scale more  Highly efficient network strategy driving our Customer Dashboard efficiently with new technology target "Cost per Gbps" trajectory

(1) ISP Speed Index Bandwidth Utilisation (Tbps) Cost per Gbps Served Rank: 3 TalkTalk Fibre 4.52 Mbps

6.4 3.8 2.3 3.0

FY17A FY18A FY19A FY20A FY25E FY2020 FY2021 FY2022 FY2023 FY2024 FY2025

Source: Company information. Notes: 1. Netflix ISP Speed Rankings (Feb 2020) 2nd when comparing copper ISP’s.

23 3 MARKET LEADING VALUE PROVIDER

24 3 Supportive market backdrop for a leading value player The pandemic has solidified TalkTalk’s position as the critical value provider at a time where access to reliable, affordable connectivity has never been so important

Macroeconomic and market trends… TalkTalk’s scale residential and B2B value offering

 Macroeconomic uncertainty  Sudden uptick in demand for (Brexit, COVID-19) favours value ‘WFH’ communications, online player gaming and OTT video Over 50%  Stable household spend on  Growth in B2B VoIP / cloud Serving 12m market share in Telecom services services people in homes wholesale and businesses broadband

…make TalkTalk’s value proposition compelling to consumers

 Value proposition resonating with customers in Consumer and Over 4m Business alike and is difficult for competitors to replicate customers  Low proportion of legacy customers, with minimal delta between front and back book pricing  Capital light approach and limited pension obligations 44,700 high speed Group Revenue of  Not competing for high cost premium TV content (1) Ethernet £1.5bn  Significant barriers to entry for new value player entrants given connections high network investment requirements

Source: Company information. Notes: 1. Headline LTM Revenue as of Sep-20 25 3 TalkTalk offers a unique value proposition to consumers Market leading value provider for both existing and new customers underpinned by Fibre First strategy, connectivity led approach, and improved customer experience

Our ‘value equation’ Great value for money add-ons

1 • Fibre Focus – over 80% of new customers choosing to take Fibre as at Q2 FY2021 TV • Connectivity led proposition with FLPP, Fibre-first proposition and upsell opportunities leading to Mobile enhanced ARPU • Enhanced by pandemic induced ‘work from home’ requirements 2 O2 • Sustained improvements in connectivity to drive lower churn Connectivity • Market leading Wi-Fi Hub and connectivity Enhanced Security improvements supported by the Customer Dashboard Voice

3 • Higher bandwidth products and more reliable service lead to better customer satisfaction • Acceleration of move to ‘digital first’ service Customer Experience during the pandemic • Maximising the benefits of the investments already made to optimise customer experience Source: Company information.

26 4 LARGE SCALE B2B BUSINESS AND NUMBER ONE PROVIDER OF WHOLESALE BROADBAND

27 4 Differentiated proposition for business customers

Strong momentum underpinned by wide range of customers with low concentration and high renewal rates

Clear, differentiated proposition to businesses Business model covers routes to all segments

 Value provider – history of disruptive pricing and product innovation to reduce B2B Product offering Route to market connectivity costs BB Data Voice

 Scale network shared with consumer with complimentary peak demand profiles Public Sector     System integrators (SI’s)

 System integrators  Easy to do business with – investment in portals, provisioning and assurance Corporate &  Managed service providers activities Enterprise    (MSP’s) (250+ employees)  Breadth and depth of account management structures  TTB Direct

 MSP’s  Senior management engagement and bespoke solutions SME & Micro SME     Resellers (4–250 employees)  Proprietary insights shared with customers  TTB Direct

 MSP’s  Industry coverage through wholesale relationships across the market without SoHo     Resellers dependency on a few key accounts (1–3 employees)  TTB Direct

Direct Consumer  B2B2C partners    (25m homes)  TalkTalk Consumer

Channel mix

 Direct: c. 80k customers from SOHO to Enterprise  Wholesale: approximately 900 active partners, including resellers, Wholesalers and Carriers serving over 1m end customers Partners and carriers  Remains Britain’s largest provider of wholesale broadband, with over 50% market share

Source: Company information.

28 4 Growing customer base in both wholesale broadband and ethernet markets

Base growth Product mix TTB on-net base FTTC penetration

Greater mix of higher UK’s Largest Wholesale margin products Broadband Base

Q1'17 Q3'17 Q1'18 Q3'18 Q1'19 Q3'19 Q1'20 Q3'20 Q1'21 FY16 FY17 FY18 FY19 FY20 Q2 FY21

Ethernet base 1Gb % Ethernet base

Q1'17 Q3'17 Q1'18 Q3'18 Q1'19 Q3'19 Q1'20 Q3'20 Q1'21 FY16 FY17 FY18 FY19 FY20 Q2 FY21

Source: Company information.

29 4 Product upgrade driving ARPU and profit growth

Strong ARPU and margin growth with reduced costs to serve

Greater mix of higher bandwidth products Expanding product set

Significant opportunity in B2B:  Full Fibre to the Premise, with B2B offering Gigabit Ethernet for multiple service delivery  Replacement for legacy B2B products, i.e. low bandwidth Ethernet  Build to industrial estates, with installation of passive infrastructure

FTTP Consistent strategy in B2B

✓ Single minded focus on B2B data and connectivity ✓ Simple strategy consistent across Direct and Wholesale ✓ Locked in a number of key Broadband and Ethernet partners with long- term deals ✓ Acceleration to higher speed Ethernet products

✓ Renewed focus in Direct, delivering record Fibre net adds in FY20

ADSL FTTC/SoGEA G.Fast FTTP EFM EoFTTC Ethernet ethernetgen Next

B2B2C Business grade

Source: Company information.

30 Differentiated ‘platform’ positioning – aggregation of FTTP networks and 4 reseller of a broad range of telecoms services

TalkTalk Network New TalkTalk Residential Business B2B resellers owners/ customer Consumer resellers Direct carriers segments

TalkTalk Platform

• Our unique position in the UK telecoms industry as both a scale retailer and wholesaler means we have a range of capabilities that have the potential to be used by a broad range of potential customers who can as a result gain the benefits of TalkTalk’s scale and capability.

• Providers in other industries have similarly used their capabilities and scale to provide a ‘platform’ of services to other, often smaller, businesses. • TalkTalk is already a ‘platform’ based business and has a range of capabilities to offer to different customer segments.

• We believe we can leverage this ‘platform’ and our successful wholesale business to develop further opportunities that will both enhance our proposition and drive financial benefits.

31 5 IDEALLY POSITIONED FOR THE NATIONWIDE SHIFT TO FULL FIBRE

32 5 Strategic outlook driven by Fibre First approach Acceleration of speed and bandwidth; underpinning reduction in costs and churn

FTTP 1Gb G. Fast/ FTTP 300 G. Fast/ FTTP 150 Fibre 80

Fibre Fibre customers incur materially 40 lower CTS and have significantly longer tenure Copper

Voice

2020 Future proofed products 2025 Legacy products

Source: Company information.

33 5 Ideally positioned for the nationwide shift to Full Fibre

Churn rate by product Churn rate by router

Apr-18 Jul-18 Oct-18 Jan-19 Apr-19 Jul-19 Oct-19 Jan-20 Apr-20 Aug-18 Nov-18 Feb-19 May-19 Aug-19 Nov-19 Feb-20 May-20 1 Copper Fibre 40&80 GFast FTTP Other Wi-Fi Hub

Data growth Average download speeds

8 Faster Fibre (Mb/s) Superfast Fibre Peak Traffic Proportion of Video Traffic TalkTalk 32.92 TalkTalk 63.62 6 Zen 31.18 Zen 62.50 EE 61.30 4 31.06 Sky 30.99 Sky 61.02 Vodafone EE 58.39 Peak Traffic Tb/s Peak Traffic 2 30.66 29.75 Plusnet 58.19 0 BT 28.02 BT 56.69 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20

Sources: Company information, Ofcom. Note: 1. All other TalkTalk routers. 34 5 Fibre has materially lower cost to serve Fibre customers (both FTTC and FTTP) have higher ARPU, lower costs to serve and lower churn

Cost to serve (£)(1)

H1 FY18 FY18 H1 FY19 H2 FY19 FY2020 FY2021 Copper CTS FTTC CTS FTTC with Wi-Fi hub

 The COVID-19 pandemic has accelerated our fibre-first strategy at a time where affordable connectivity is in higher demand: our ‘digital first’ strategy and self-service model has further reduced cost to serve  FTTC customers come with lower cost to serve, e.g. fewer faults and quicker resolution  Cost to serve is even better when our FTTC customers have a Wi-Fi Hub  FTTC customers churn less than copper customers, particularly when they are in-contract  FTTC customer have an average life which is significantly longer than an average copper customer  Therefore over customer life, FTTC customers are more profitable than copper customers  All these metrics improve again when customers migrate onto FTTP services further increasing profitability

Source: Company information. Notes: 1. Chart for illustrative purposes only. 35 6 PROVEN TRACK RECORD OF OPERATIONAL IMPROVEMENT AND COST REDUCTION

36 6 The TalkTalk operational journey and future outlook

The journey to date leaves the company well positioned for future growth and optimisation

Delivering new systems & processes Leveraging and scaling ✓ Network modernisation ✓ Network transformation FY2016–FY2018 ✓ CRM / process management enablers ✓ Tail of processes onto new CRM/retire legacy CRM (including complaints) ✓ Contact centre footprint and partner model

Fixed connectivity led approach Simplification and cost efficiencies ✓ Focus on fixed connectivity, non-core products delivered in ✓ Leaner business and operating model capital light way ✓ Lower central cost due to HQ move to Salford (on track to FY2019-2020 ✓ Strong structural positions in Consumer and Business deliver £25m-£30m of annualised cash savings) ✓ Accelerated fibre growth ✓ Digital tools (e.g. ‘My Service Centre’) reduced cost to serve ✓ Move towards digital, targeted marketing

Continued optimisation ✓ Increasing fibre mix leads to reduced churn and cost to serve ✓ Further central cost reductions as we become a leaner, more efficient business ✓ Retain our operational flexibility through continued use of digital marketing, technology, data driven insights and diagnostics to FY2021 & beyond reduce costs ✓ Review of our third party support structure in-light of changes made during the COVID-19 pandemic ✓ Following the proposed Acquisition TalkTalk will be better placed to accelerate its operational and financial plans, in line with the existing strategy to create a leaner, more efficient business

37 6 Strong commercial and operating momentum Strong momentum in KPIs, with an acceleration in Fibre and Ethernet base and reduced churn, notwithstanding COVID-19

Fibre net adds (000)(1) Customer on-net churn rate(2)

605 1.22% 1.20% 1.20% 1.27% 490 FY18-20 average: 1.21% 0.91% 348 292 187

2018 2019 2020 H1-20 H1-21 2018 2019 2020 H1-20 H1-21 • Notwithstanding COVID-19 impact, TalkTalk managed to add 187k fibre • Reduced churn driven by customer experience improvements, as well as clients to bring the total number to c. 2.6m at H1-21 some COVID-19 benefit with reduced switching activity during lockdown • Q2 net adds of 120k showing a significant improvement vs Q1 (67k) and • H1-21 churn rate of 0.91%, marking a record low in Q1 (0.68%) returning close to FY20 quarterly average of 151k

B2B - Ethernet base (000)(3) Data revenue growth (£m)(4)

43 45 173 181 37 39 162 32 90 90

2018 2019 2020 H1-20 H1-21 2018 2019 2020 H1-20 H1-21

• Ethernet growth supported by higher volume of 1Gb connections, which • Continued shift in the Ethernet base to higher bandwidth products is driving Data comes with significantly higher ARPU revenue, while competitive landscape leads to some ARPU dilution

Notes: 1. Net of new Fibre customers joining TalkTalk and those existing customers upgrading to Fibre offset by those leaving TalkTalk 3. Total number of high speed Ethernet connections in our B2B division 2. % of average customer base leaving TalkTalk each month 4. Revenue generated from Data products in our B2B division 38 6 Ongoing efficiency gains underpinning cost reduction and margin expansion Simplification and core focus has reduced costs and led to a more efficient business

Reduced cost base(1) EBITDA expansion(1)

38.1% 34.3% 34.0% 14.7% 16.7% 15.7% 16.3%(2)

£613m £260m (2) £237m £246m £534m £513m £237m

FY2019 FY2020 LTM Sep-20 FY2019 FY2020 LTM Sep-20 Operating Costs & SAC % of revenue EBITDA % Margin

 Lower cost to serve driven by increased Fibre mix combined with move to  Meaningful margin expansion in FY2020, kept stable in LTM Sep-2020 due self-service model (fewer calls and engineer visits) to benefit of COVID-19 mitigating actions and flexibility of cost base  Central cash cost savings continuing due to HQ move from London to  Headline EBITDA growth of c.10% between FY2019 and FY2020, and Salford (£15m decrease in operating costs in FY2020) overall CAGR of c. 2% from FY2019 to LTM Sep-2020  Digital marketing approach contributing to year on year reduction in customer Acquisition costs  FTE cost reduction from FY2018 redesign of organisational structure  Lower outsource partner costs

Source: Company information. Notes: 1. All numbers on a pre-IFRS 16 basis 2. Headline LTM Sep-20 EBITDA, excluding £9m of COVID-19 impact 39 7 HIGHLY EXPERIENCED MANAGEMENT TEAM

40 7 Senior management team has multiple decades of combined expertise in the industry Incoming CFO – not a member of the PLC board Board of directors

Sir Tristia Harrison Kate Ferry Phil Eayres Executive Chairman Chief Executive Officer Chief Financial Officer Chief Financial Officer (incoming)  Founded in 2002 and rebranded to  Joined in 2003  Joined in 2017  Independent advisor since 2018 TalkTalk in 2003  Previously worked at Carphone  Previously worked at Carphone  Previously worked at supermarket  Founder of Carphone Warehouse Warehouse; Independent Non- Warehouse, group Pick n Pay in South Africa, as and TalkTalk Executive Director at Next PLC, PricewaterhouseCoopers and Merrill well as Shell, Pepsico, Diageo and Trustee at Comic Relief and national Lynch; Non-Executive Director at Bain & Company charity Ambitious about Autism Greggs John Gildersleeve Sir Howard Stringer Roger Taylor Nigel Langstaff Deputy Chairman Non-Executive Director Non-Executive Director Non-Executive Director, Chairman of  Joined in 2010  Joined in 2012  Joined in 2010 the Audit Committee  Previously Chairman of Carphone  Chairman of Atrium TV, former  Previously CEO/CFO of Carphone  Joined in 2017 Warehouse and British Land, Deputy President of CBS Broadcasting of Warehouse  Previously CFO at Carphone Chairman of Spire Healthcare Group the American Film Institute, and Warehouse plc, New Look Retail Group, EMI former Board member of BBC Group and Gallaher Group Commercial Holdings Ltd. Ian West Phil Jordan Paul Reynolds Senior Independent Director Non-Executive Director Non-Executive Director  Joined in 2011  Joined in 2018  Joined in 2020  Previously worked at Sky plc and  Previously CIO at Vodafone UK &  Previously Independent Chair of Kabel Deutschland Ireland and Telefonica; current FibreNation, and CEO of BT Group CIO and member of the Wholesale; current Chairman of Operating Board at Sainsbury’s 9Spokes International and a Director of Computershare Management team

Jonathan Kini Nick Gunga Gary Steen Managing Director (Direct Consumer and B2B) Managing Director (TalkTalk Wholesale Services) Managing Director (Technology, Change and Security)  Joined in 2019  Joined in 2005  Joined in 2012  Previously worked at Virgin Media and Vodafone,  Highly experienced telecoms expert with a career  30+ years experience working in current advisor to the Bank of England spanning over 20+ years in the industry in Fixed Broadband, Wireless and Air to Ground Broadband

Daniel Kasmir Tim Morris Chief People & Procurement Officer Group General Counsel and Company Secretary  Joined in 2019  Joined in 2010  Previously worked at Shell, Manpower, FNZ,  Previously worked at Carphone Warehouse and Xchanging and BDO DLA Piper

Source: Company information.

41 3. FINANCIALS

42 Summary financials(1)

Revenue Pre-IFRS 16 EBITDA Revenue and ARPU impacted by Voice decline and legacy re-contracting, 14.7% 16.7% 15.7% 16.3%(2) offset by Fibre penetration

Consumer & B2B Legacy re- Fibre mix Data Meaningful margin expansion Voice contracting £260m (2) £246m £1,609m £1,557m £1,507m £237m £237m

FY2019 FY2020 LTM Sep-20 FY2019 FY2020 LTM Sep-20 Revenue EBITDA % Margin

Capex EBITDA(2) – Capex(3)

6.2% 7.0% 6.2% 7.5% 6.9% 7.4% 57.8% 62.7% 57.8%

Stable and growing EBITDA – Capex %

£116m £112m £163m £113m £137m £142m

£100m(3) £97m(3) £104m(3)

FY2019 FY2020 LTM Sep-20 FY2019 FY2020 LTM Sep-20 As % of EBITDA Capex % of revenue (ex. FibreNation) EBITDA - Capex % of revenue (incl. FibreNation) Notes: 1. Financials are presented based on Management’s reporting view which shows Headline numbers on a pre-IFRS 16 basis. This differs from statutory accounts presented in the Offering Memorandum which includes impact of Non-Headline items 2. Represents pre-IFRS 16 Headline EBITDA, excluding £9m of COVID-19 impact. Headline EBITDA is Headline operating profit plus charges for Headline depreciation, Headline amortisation and Headline share of results of associates and joint venture. Excludes the £53 million impact resulting from the adoption of IFRS 16. 3. Excludes Capex from FibreNation 43 H1-21 TalkTalk trading update Key profit & loss metrics

1 31 Mar FYE H1-20 H1-21 % Revenue (£m)(1) (Sep-19) (Sep-20) Var • On-net revenue decline in H1-21 of 6.5%, predominantly due to the On-net 627 586 (6.5)% COVID-19 pandemic and industry-wide Voice usage declines – COVID-19 impact was reflected in reduced connections, cancelled Corporate 154 145 (5.8)% Sports boost due to lockdown and customers re-contracting early in Off-net 5 5 - search for better deals 1 Total Revenue 786 736 (6.4)% – Declines partly offset by increased penetration of Fibre (+187k net adds in H1-21)

2 Gross Profit 402 358 (10.9)% • Corporate revenue decline was due to B2B Voice (down 12.8% YoY) Gross Margin (%) 51.1% 48.6% –250bps and Carrier (down 17.6% YoY). Data revenues were flat reflecting the continued shift in the Ethernet base to higher bandwidth products, offset by some ARPU dilution due to a competitive market (–) Operating costs & SAC (262) (236) (9.9)% 3 EBITDA 140 122 (12.9)% • Clear signs of total revenue (ex-Carrier and Off-net) growth improvement in Q2 (-4.8% YoY) vs Q1 (-7.5% YoY), with further improvement expected % margin 17.8% 16.6% -120bps in H2-21 EBITDA relating to FibreNation (2) - 2 Gross profit • Gross margin decline of c. 250bps YoY due to revenue drag above and higher costs relating to the shift to Fibre products. The dilution in gross margin from Fibre is offset by the reduced costs to serve, lifting EBITDA margin

3 EBITDA • EBITDA was impacted by the revenue drags above. It is estimated that COVID-19 had a negative impact on the Group’s Headline EBITDA of c. £9m

• The revenue and margin drags were offset by: ‒ Increased Fibre penetration benefiting cost to serve with fewer faults and calls ‒ Costs saving initiatives including COVID-19 mitigating actions

Notes: 1. Historical revenue and EBITDA shown on a Headline basis and all numbers are post-IFRS 16

44 H1-21 TalkTalk trading update Cash flow statement & leverage metrics

31 Mar FYE H1-20 H1-21 1 (£m)(1) (Sep-19) (Sep-20) Changes in net working capital EBITDA 140 122 • Working capital inflow due to the timing benefit of a key EBITDA relating to FibreNation (2) - supplier payment. FY21 working capital is expected to (+/–) Changes in net working capital (80) 41 1 normalise to an outflow of c. £40m as a result of: (–) Capex (50) (46) 2 Capex % of Revenues 6.4% 6.3% ‒ The supplier’s full-year payment Capex relating to FibreNation (8) - ‒ Change in distribution model, expected to generate an Free cash flow 10 117 upfront outflow Other adjustments 2 Capex (–) Non-Headline items (19) (31) 3 (–) Investments (Acquisitions) (9) (4) • In line with H1-20 at 6.3% of revenues (–) Share issue (redemptions) - (19) ‒ Expenditure primarily related to the continuous 4 (–) Dividends (17) (17) (–) Interest and Taxation (22) (21) enhancement of our network capability and online systems (–) Non-cash movement in leases (24) (38) 3 Non-Headline items Movement in Net Debt (81) (13) • Non-Headline items have increased YoY primarily due to the FY20 H1-21 completion of the Fibre Assets Business sale. Other amounts Leverage metrics(1) (Mar-20) (Sep-20) relate to the final cash spend associated with the move of our Closing Net Debt(2) 954 967 HQ to Salford (£5m) and the ongoing network transformation LTM Headline EBITDA 308 290 programme (£7m), offset by MVNO trading profits (£2m) Net Debt / EBITDA 3.1x 3.3x 4 Other

FY20 H1-21 • Investment / (Acquisitions): £4m relates to the YouView JV Pre-IFRS 16 Leverage metrics (Mar-20) (Sep-20) • Share purchases by the ESOT(7) of £19m in line with long term Total net borrowings(3) 737 747 LTM Pre-IFRS 16 Headline EBITDA(4) 260 237 incentive plans Pre-IFRS 16 Net Debt / EBITDA 2.8x 3.2x • Dividends: In-line with prior period, comprised the final dividend (5) Pre-IFRS 16 net interest expense 43 39 for FY20 of 1.50p Pre-IFRS 16 net interest coverage(6) 6.0x 6.2x

Notes: 4. Excludes £48m and £53m impact resulting from the adoption of IFRS16 for FY20 and LTM Sep-20, respectively. 1. Historical EBITDA shown on a Headline basis and all numbers are post-IFRS 16. 5. Represents interest expense on senior notes, bank loans and overdrafts less interest income related to cash and cash equivalents 2. Represents total debt less cash and cash equivalents of £56m. Total debt includes current and non-current borrowings, as well as held, in each case, as extracted from our Financial Statements. Our “net interest expense” excludes amortization of deferred facility lease liabilities. fees and non-recurring refinancing costs. 3. Represents total borrowings less cash and cash equivalents, where total borrowings includes current and non-current borrowings but 6. Represents the ratio between pre-IFRS 16 Headline EBITDA and pre-IFRS 16 net interest expense excludes (i) £38m of pre-IFRS16 lease liabilities and (ii) £179m of IFRS16 lease liabilities in FY20 and (i) £42m of pre-IFRS16 lease 7. Employee Share Ownership Trust liabilities and (ii) £178m of IFRS16 lease liabilities in LTM Sep-20. 45 Conclusion

1 We have emerged from the COVID-19 pandemic as the permanent leading value for money provider of reliable fixed line Fibre broadband

2 Notwithstanding the difficult backdrop caused by the COVID-19 pandemic, we have delivered strong H1-21 results thanks to the significant improvement in both operational and financial performance

I. We have secured long-term access to Fibre and shifted to a capital-light business model

II. We have achieved significant cost savings from transformation and efficiency initiatives

III. Our strategy improves free operating cash flow generation

3 We have established an operational track record after successful completion of our simplification plan

4 Our value proposition is underpinned by strong market fundamentals; exponential data traffic growth due to OTT video streaming and VoIP / cloud services in B2B

5 Following the Acquisition TalkTalk will be better placed to accelerate its operational and financial plans, in line with the existing strategy to create a leaner, more efficient business

46 APPENDIX

47 TalkTalk EBITDA schedule

H1-20 H1-21 31 Mar YE (£m)(1) 2019A 2020A LTM Sep-20 (Sep-19) (Sep-20)

Statutory EBITDA 203 398 387 130 119

1 (+) OneTeam operating model and HQ move 22 15 8 7 -

2 (–) MVNO (3) (7) (7) (2) (2)

3 (+) Network transformation 15 11 11 5 5

4 (–) FibreNation impact (109) (109)

Headline EBITDA 237 308 290 140 122

Headline adjustments

1 • OneTeam operating model and HQ move – Costs incurred as a result of simplifying the Group’s organisational structure and relocating roles to one primary location at the Soapworks in Salford 2 • MVNO – Costs related to the transition from a wholesale agreement with Vodafone to a mobile distribution agreement with Telefonica. The wholesale agreement with Vodafone has been extended to support the smooth transition of remaining customers. The MVNO trading activity will continue to diminish with contractual commitments expiring in 2021 3 • Network transformation – Costs incurred to continue a significant multi-year transformation programme which will fundamentally restructure the Group’s network, IT infrastructure and technology organisation. The change the Group is undertaking will ensure it is fit for the future and underpins the wider Group strategy in providing an outstanding service to our customers as a value provider in the industry

4 • FibreNation – Net impact of FibreNation disposal

Notes: 1. TalkTalk has not restated FY19 figures under IFRS16, but figures from FY20 include IFRS16 impact (£179m additional lease liability recognition and £48m operating expense reduction in FY20)

48 TalkTalk historical annual financials

Pre-IFRS 16 Post-IFRS 16 31 Mar YE (£m) 2019A 2020A LTM Sep-20 On-net 1,263 1,243 1,202 Corporate 333 303 294 Off-net 13 11 11 Total Headline Revenue 1,609 1,557 1,507 Gross Profit 850 794 750 Gross Margin (%) 52.8% 51.0% 49.8% (–) Operating costs & SAC (613) (486) (460) Headline EBITDA 237 308 290 % margin 14.7% 19.8% 19.2% (+/–) Changes in net working capital 11 (181) (60) (–) Capex (113) (116) (112) Capex % of Revenues 7.0% 7.5% 7.4% Free cash flow 135 11 118 % EBITDA conversion 57.0% 3.6% 40.7% Other adjustments (+/–) Non-Headline items (47) 158 146 (–) Investments (Acquisitions) (7) (13) (8) (–) Share issue (Redemption) - - (19) (–) Dividends (28) (28) (28) (–) Interest and Taxation (50) (54) (53) Net cash flow 3 74 156

Leverage metrics (£m) 2019A 2020A LTM Sep-20 Total net borrowings / Total net debt(1) 742 954 967 Net Debt / EBITDA 3.1x 3.1x 3.3x

Notes: 1. Represents total debt less cash and cash equivalents. For FY19, £39 million of pre-IFRS 16 lease liabilities are excluded. For FY20, £38m of pre-IFRS16 lease liabilities and £179m of IFRS16 lease liabilities are included. For LTM Sep-20, £42m of pre-IFRS16 lease liabilities and £178m of IFRS16 lease liabilities are included.

49